Benchmark Electronics (NYSE: BHE) CFO receives new RSUs and withholds shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Benchmark Electronics EVP and CFO Bryan Robert Schumaker reported equity awards and related tax withholding transactions. On February 20, 2026, he received a grant of 12,847 performance-based restricted stock units, representing a target award that can range from zero to twice this amount based on a performance period from January 1, 2026 through December 31, 2028, with final shares determined and issued by March 15, 2029.

He also acquired 12,847 and 8,565 common shares through restricted stock unit awards that vest in ratable installments over three years and two years, respectively, from the grant date. In a separate transaction, 1,330 common shares at $58.38 per share were disposed of to cover taxes related to the vesting of restricted stock units, leaving him with 42,561 common shares held directly after these transactions.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Schumaker Bryan Robert

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	12,847	$0.00	--
Grant/Award	Common Stock	12,847	$0.00	--
Grant/Award	Common Stock	8,565	$0.00	--
Tax Withholding	Common Stock	1,330	$58.38	$78K

Holdings After Transaction: Performance-Based Restricted Stock Units — 25,694 shares (Direct); Common Stock — 35,326 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 - 05:50 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^*

Schumaker Bryan Robert

(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 Financial 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		12,847⁽¹⁾	A	$0	35,326	D
Common Stock	02/20/2026		A		8,565⁽²⁾	A	$0	43,891	D
Common Stock	02/20/2026		F		1,330⁽³⁾	D	$58.38	42,561	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		12,847⁽⁴⁾		12/31/2028⁽⁴⁾	03/15/2029⁽⁴⁾	Common Stock	12,847	$0	25,694	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 Bryan Robert Schumaker	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 BHE CFO Bryan Schumaker report in his latest Form 4?

BHE CFO Bryan Schumaker reported grants of performance-based and time-based restricted stock units, plus a tax-withholding share disposition. The filing details award sizes, vesting schedules over two and three years, and his direct common share holdings after the transactions.

How many performance-based RSUs did BHE’s CFO receive and how are they structured?

He received a target of 12,847 performance-based restricted stock units. Actual shares earned can range from zero to twice this target, based on a performance period from January 1, 2026 through December 31, 2028, with issuance by March 15, 2029.

What time-based restricted stock awards did BHE’s CFO acquire on February 20, 2026?

He acquired 12,847 and 8,565 common shares represented by restricted stock unit awards. These units vest in ratable installments over three years and two years, respectively, starting from the February 20, 2026 grant date, increasing his direct equity stake.

Why were 1,330 Benchmark Electronics shares disposed of in the Form 4?

The 1,330 common shares were withheld at $58.38 per share to cover taxes due on vesting of restricted stock units. This tax-withholding disposition is a non-open-market transaction commonly used to satisfy payroll tax obligations on equity awards.

How many Benchmark Electronics common shares does the CFO hold after these transactions?

Following the reported equity award grants and the tax-withholding disposition, Bryan Schumaker directly holds 42,561 Benchmark Electronics common shares. This figure reflects his updated ownership after all February 20, 2026 Form 4 transactions were recorded.

What is the performance period for the BHE CFO’s new performance-based RSUs?

The performance period for the 12,847 target performance-based restricted stock units runs from January 1, 2026 through December 31, 2028. The final number of earned shares will be determined and issued no later than March 15, 2029, per the award terms.