Benchmark Electronics (BHE) legal chief reports tax-share withholding event

Rhea-AI Filing Summary

Benchmark Electronics senior vice president and general counsel Stephen J. Beaver reported a tax-withholding disposition of 3,942 shares of common stock on February 23, 2026. The shares were withheld to cover taxes on vesting restricted stock units at a price of $57.80 per share, leaving him with 96,425 directly held shares.

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

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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)
02/23/2026

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	02/23/2026		F		3,942(1)	D	$57.8	96,425	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

Explanation of Responses:

1. These shares are being withheld to cover taxes related to the vesting of restricted stock units.

	/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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Benchmark Electronics (BHE) report for Stephen J. Beaver?

Benchmark Electronics reported that Stephen J. Beaver disposed of 3,942 shares of common stock. The disposition was a tax-withholding event tied to the vesting of restricted stock units, rather than an open market sale, at a reported price of $57.80 per share.

Why were Stephen J. Beaver’s Benchmark Electronics (BHE) shares disposed of?

The 3,942 Benchmark Electronics shares were withheld to cover taxes related to the vesting of restricted stock units. This tax-withholding disposition is an automatic, administrative transaction rather than a discretionary decision to sell shares in the open market.

How many Benchmark Electronics (BHE) shares does Stephen J. Beaver hold after this Form 4?

After the tax-withholding disposition, Stephen J. Beaver directly holds 96,425 shares of Benchmark Electronics common stock. This figure reflects his updated direct ownership following the withholding of 3,942 shares to satisfy tax obligations on restricted stock unit vesting.

What does transaction code F mean in the Benchmark Electronics (BHE) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 3,942 Benchmark Electronics shares were withheld from Stephen J. Beaver to cover tax obligations associated with restricted stock units that vested on February 23, 2026.

Was Stephen J. Beaver’s Benchmark Electronics (BHE) transaction an open market sale?

No, the transaction was not an open market sale. The 3,942 shares were withheld automatically to cover taxes due upon vesting of restricted stock units, classified as a tax-withholding disposition under transaction code F on the reported Form 4.

What role does Stephen J. Beaver hold at Benchmark Electronics (BHE) in this Form 4?

Stephen J. Beaver serves as senior vice president, general counsel, and chief legal officer of Benchmark Electronics. His Form 4 filing reports a tax-related share withholding, updating his direct ownership to 96,425 shares of the company’s common stock after the transaction.