Benchmark Electronics (NYSE: BHE) SVP receives RSU grants and tax-share disposition

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Benchmark Electronics SVP and Chief HR Officer Rhonda R. Turner received equity awards and had shares withheld for taxes. On February 20, 2026, she acquired 6,424 performance-based restricted stock units at no cost, with the actual shares to be determined after a performance period running from January 1, 2026 to December 31, 2028.

She also received two additional grants of 6,424 common-share-based restricted stock units, each vesting in ratable installments over two and three years from the grant date. To cover taxes on vesting, 1,345 common shares were disposed of at $58.38 per share, leaving her with 46,204 common shares directly owned.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Turner Rhonda R

Role SVP, Chief HR Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	6,424	$0.00	--
Grant/Award	Common Stock	6,424	$0.00	--
Grant/Award	Common Stock	6,424	$0.00	--
Tax Withholding	Common Stock	1,345	$58.38	$79K

Holdings After Transaction: Performance-Based Restricted Stock Units — 12,848 shares (Direct); Common Stock — 41,125 shares (Direct)

Footnotes (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 →

Accepted by SEC EDGAR 02/24/2026 - 05:54 PM

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^*

Turner Rhonda R

(Last)

(First)

(Middle)

56 SOUTH ROCKFORD DRIVE

(Street)

TEMPE

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, Chief HR Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		A		6,424⁽¹⁾	A	$0	41,125	D
Common Stock	02/20/2026		A		6,424⁽²⁾	A	$0	47,549	D
Common Stock	02/20/2026		F		1,345⁽³⁾	D	$58.38	46,204	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units	$0	02/20/2026		A		6,424⁽⁴⁾		12/31/2028⁽⁴⁾	03/15/2029⁽⁴⁾	Common Stock	6,424	$0	12,848	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.

	/s/ Jason Eastburn by Power of Attorney for Rhonda R. Buseman	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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did BHE executive Rhonda R. Turner receive on February 20, 2026?

Rhonda R. Turner received three equity awards on February 20, 2026: 6,424 performance-based restricted stock units and two additional grants of 6,424 restricted stock units tied to common shares each. All awards were granted at no cash cost, subject to vesting schedules and performance conditions.

How do the performance-based restricted stock units for BHE’s Rhonda Turner work?

Turner’s 6,424 performance-based restricted stock units represent a target award. Actual shares earned can range from zero to twice the target. The performance period runs from January 1, 2026 to December 31, 2028, with earned shares determined and issued no later than March 15, 2029.

What are the vesting terms of Rhonda Turner’s time-based restricted stock units at BHE?

The time-based restricted stock units tied to common shares vest in ratable installments. One award vests over a three-year period from the grant date, and another vests over a two-year period. This structure gradually delivers shares as continuing service and other conditions are met.

Why were 1,345 BHE common shares disposed of for Rhonda Turner?

The 1,345 common shares were withheld to cover taxes related to the vesting of restricted stock units. Instead of paying cash, shares were disposed of at a price of $58.38 per share, satisfying the tax obligation while slightly reducing the total shares directly held.

How many Benchmark Electronics shares does Rhonda Turner hold after these transactions?

After the February 20, 2026 transactions, Rhonda R. Turner directly owns 46,204 shares of Benchmark Electronics common stock. This figure reflects the net result after receiving new awards and disposing of 1,345 shares to cover tax liabilities tied to restricted stock unit vesting.

Do these BHE equity awards involve any upfront cash outlay by Rhonda Turner?

No, the reported equity awards involve no upfront cash payment by Rhonda Turner. The restricted stock units and related common stock grants were issued at a stated price of $0.00 per share, with value realized over time through vesting and, for performance units, based on future performance.