Benchmark Electronics (BHE) CEO logs tax-withholding share disposition on RSU vesting

Rhea-AI Filing Summary

Benchmark Electronics CEO Jeff Benck reported a tax-related share disposition linked to vesting of equity awards. On the transaction date, 8,283 shares of common stock were withheld at a price of $58.38 per share to cover taxes on vested restricted stock units. After this withholding, Benck directly owned 388,963 shares of Benchmark Electronics common stock. This was a tax-withholding disposition, not an open-market share sale.

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^*

Benck Jeff

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		F		8,283(1)	D	$58.38	388,963	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 Jeffrey W. Benck	02/24/2026
	** 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 Jeff Benck?

Benchmark Electronics reported that CEO Jeff Benck had 8,283 common shares withheld to cover taxes on vested restricted stock units. This was recorded as a tax-withholding disposition, rather than an open-market purchase or sale of company stock.

Was Jeff Benck’s Benchmark Electronics (BHE) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. Shares were withheld to satisfy tax obligations arising from the vesting of restricted stock units, as indicated by the Form 4 code F and the accompanying footnote explanation.

How many Benchmark Electronics (BHE) shares were withheld for Jeff Benck’s taxes?

A total of 8,283 Benchmark Electronics common shares were withheld to cover tax liabilities related to the vesting of restricted stock units. The transaction price per share was reported as $58.38 in the Form 4 insider filing.

How many Benchmark Electronics (BHE) shares does Jeff Benck own after the Form 4 transaction?

Following the tax-withholding disposition, Jeff Benck directly owned 388,963 shares of Benchmark Electronics common stock. This figure reflects his direct holdings after 8,283 shares were withheld to satisfy tax obligations on equity award 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, shares of Benchmark Electronics common stock were withheld to cover taxes due on the vesting of restricted stock units granted to CEO Jeff Benck.