Tax withholding trims Benchmark Electronics (BHE) COO RSU stake

Rhea-AI Filing Summary

Benchmark Electronics EVP and Chief Operating Officer David Valkanoff reported an automatic tax-related share disposition. On this Form 4, 2,355 shares of common stock were withheld at a price of $57.80 per share to cover taxes tied to vesting restricted stock units. After this withholding, he directly owns 61,584 shares of Benchmark Electronics common stock.

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^*

Valkanoff David

(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)
	EVP, Chief Operating Officer

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		2,355(1)	D	$57.8	61,584	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 David Valkanoff	02/25/2026
	** 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).
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FAQ

What insider transaction did Benchmark Electronics (BHE) report for David Valkanoff?

Benchmark Electronics reported that EVP and Chief Operating Officer David Valkanoff had 2,355 common shares withheld. The shares were used to cover taxes related to the vesting of restricted stock units, rather than a discretionary open-market sale.

How many Benchmark Electronics (BHE) shares were withheld for David Valkanoff’s taxes?

A total of 2,355 Benchmark Electronics common shares were withheld for David Valkanoff. These shares covered tax obligations from vesting restricted stock units, at a reported price of $57.80 per share on the transaction date.

What is David Valkanoff’s Benchmark Electronics (BHE) share ownership after this Form 4?

After the reported tax-withholding disposition, David Valkanoff directly owns 61,584 Benchmark Electronics common shares. This figure reflects his holdings following the automatic withholding of 2,355 shares for restricted stock unit vesting taxes.

Was the Benchmark Electronics (BHE) Form 4 transaction a market sale by David Valkanoff?

The Form 4 describes a tax-withholding disposition, not a discretionary market sale. Shares were withheld to pay taxes triggered by vesting restricted stock units, consistent with code F for payment of tax liability by delivering securities.

What role does David Valkanoff hold at Benchmark Electronics (BHE)?

David Valkanoff is Executive Vice President and Chief Operating Officer at Benchmark Electronics. His Form 4 filing reports a routine tax-related share withholding tied to restricted stock unit vesting, rather than a traditional open-market stock purchase or sale.