Benchmark Electronics (NYSE: BHE) awards stock units and PBRSUs to SVP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Benchmark Electronics SVP and General Counsel Stephen J. Beaver received new equity awards and had shares withheld for taxes. On February 20, 2026, he was granted 10,278 performance-based restricted stock units at no cash cost. This target award can range from zero to twice that amount based on a performance period running from January 1, 2026 through December 31, 2028, with earned shares to be determined and issued by March 15, 2029.

He was also granted 10,278 and 6,424 common-share restricted stock units at no cash cost, scheduled to vest in ratable installments over two- and three-year periods from the grant date. To cover taxes on vesting, 2,080 common shares were disposed of at $58.38 per share through share withholding, leaving him with 100,367 directly owned common shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Beaver Stephen J

Role SVP, General Counsel and CLO

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	10,278	$0.00	--
Grant/Award	Common Stock	10,278	$0.00	--
Grant/Award	Common Stock	6,424	$0.00	--
Tax Withholding	Common Stock	2,080	$58.38	$121K

Holdings After Transaction: Performance-Based Restricted Stock Units — 20,556 shares (Direct); Common Stock — 96,023 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 - 05:53 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^*

Beaver Stephen J

(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, General Counsel and CLO

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		10,278⁽¹⁾	A	$0	96,023	D
Common Stock	02/20/2026		A		6,424⁽²⁾	A	$0	102,447	D
Common Stock	02/20/2026		F		2,080⁽³⁾	D	$58.38	100,367	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		10,278⁽⁴⁾		12/31/2028⁽⁴⁾	03/15/2029⁽⁴⁾	Common Stock	10,278	$0	20,556	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 Stephen J. Beaver	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 in Stephen Beaver’s latest Form 4?

Benchmark Electronics reported new equity awards and a tax-related share withholding for SVP Stephen Beaver. He received restricted stock units and performance-based units at no cash cost, while a portion of common shares was withheld to satisfy tax obligations from vesting.

How many performance-based restricted stock units did BHE grant to Stephen Beaver?

Stephen Beaver received a target grant of 10,278 performance-based restricted stock units. The actual shares earned can range from zero to twice this target, based on results over a performance period from 2026 to 2028, with final shares determined and issued by March 15, 2029.

What time-based restricted stock unit awards did Stephen Beaver receive from Benchmark Electronics?

He received two restricted stock unit grants in Benchmark Electronics common stock: 10,278 units and 6,424 units. These awards vest in ratable installments over two- and three-year periods from the February 20, 2026 grant date, providing time-based equity compensation.

Why were 2,080 Benchmark Electronics shares disposed of in Stephen Beaver’s Form 4?

2,080 shares were withheld to cover taxes from restricted stock unit vesting. The shares were disposed of at $58.38 per share under transaction code “F,” which indicates payment of tax liability by delivering securities rather than an open-market sale transaction.

How many Benchmark Electronics common shares does Stephen Beaver own after these transactions?

Following the reported transactions, Stephen Beaver directly owns 100,367 Benchmark Electronics common shares. This figure reflects new grants, vesting-related movements, and tax-withholding share dispositions recorded on February 20, 2026 in the Form 4 filing.

What is the performance period for Stephen Beaver’s performance-based RSUs at Benchmark Electronics?

The performance period for his performance-based restricted stock units runs from January 1, 2026 to December 31, 2028. After this period, and by March 15, 2029, the company will determine and issue the number of shares ultimately earned under the award.