Benchmark Electronics (BHE) COO receives new RSU and stock grants

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Benchmark Electronics executive David Valkanoff reported equity awards and related tax withholding transactions. He was granted 11,991 performance-based restricted stock units and 11,991 shares of common stock as restricted stock units, both at no cash cost, plus an additional 6,424 restricted common shares.

The performance-based units cover a period from January 1, 2026 to December 31, 2028, with the final number of shares determined by March 15, 2029 and ranging from zero to twice the 11,991-unit target. Separately, 2,406 common shares at $58.38 per share were withheld to cover taxes on vesting, leaving him with 63,939 directly owned common shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Valkanoff David

Role EVP, Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	11,991	$0.00	--
Grant/Award	Common Stock	11,991	$0.00	--
Grant/Award	Common Stock	6,424	$0.00	--
Tax Withholding	Common Stock	2,406	$58.38	$140K

Holdings After Transaction: Performance-Based Restricted Stock Units — 23,982 shares (Direct); Common Stock — 59,921 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 - 05:51 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^*

Valkanoff David

(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)
	EVP, Chief Operating 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		11,991⁽¹⁾	A	$0	59,921	D
Common Stock	02/20/2026		A		6,424⁽²⁾	A	$0	66,345	D
Common Stock	02/20/2026		F		2,406⁽³⁾	D	$58.38	63,939	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		11,991⁽⁴⁾		12/31/2028⁽⁴⁾	03/15/2029⁽⁴⁾	Common Stock	11,991	$0	23,982	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 David Valkanoff	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 did Benchmark Electronics (BHE) disclose about David Valkanoff’s equity awards?

Benchmark Electronics reported that EVP and COO David Valkanoff received new equity awards, including 11,991 performance-based RSUs and multiple restricted stock unit grants. These awards were granted at no cash cost and increase his direct common stock holdings in the company.

How many performance-based RSUs did the Benchmark (BHE) COO receive and how can they ultimately pay out?

David Valkanoff received a target of 11,991 performance-based restricted stock units. Depending on performance over the specified period, the final payout can range from zero shares to as high as twice the 11,991-target amount, determined after the performance period closes.

Over what period will the performance-based RSUs for Benchmark (BHE) COO be measured?

The performance period for David Valkanoff’s performance-based RSUs runs from January 1, 2026 through December 31, 2028. The final number of shares earned will be determined as soon as reasonably practicable and no later than March 15, 2029, based on that performance.

How do the time-based restricted stock units granted to Benchmark (BHE) COO vest?

The filing states that certain restricted stock unit awards vest in ratable installments over three years, while others vest in ratable installments over two years from the grant date. This means portions of the awards convert into common shares gradually during those multi-year periods.

Were any Benchmark (BHE) shares disposed of in David Valkanoff’s Form 4, and why?

Yes. The Form 4 shows 2,406 common shares were disposed of at $58.38 per share. These shares were withheld by the company to cover taxes arising from the vesting of restricted stock units, rather than being sold in an open-market transaction by the executive.

How many Benchmark Electronics (BHE) common shares does the COO hold after these transactions?

After recording the new awards and the tax-related share withholding, David Valkanoff directly owns 63,939 common shares. This figure reflects his updated post-transaction balance as disclosed, encompassing his direct holdings in Benchmark Electronics common stock.