Benchmark (BHE) Insider Report: Valkanoff Withheld 1,953 Shares for Taxes

Rhea-AI Filing Summary

David Valkanoff, EVP and Chief Operating Officer of Benchmark Electronics (BHE), reported a non-derivative disposition of company stock. The filing shows 1,953 shares were disposed at a reported price of $39.04 on 08/15/2025. The form states these shares were withheld to cover taxes arising from the vesting of restricted stock units. After the transaction, Mr. Valkanoff beneficially owned 47,930 shares directly. The Form 4 was submitted under a single reporting person filing and was signed under power of attorney.

Positive

• Disclosure provided as required under Section 16, showing transparent reporting of the transaction
• Transaction tied to RSU tax withholding, indicating administrative purpose rather than discretionary sale

Negative

• Insider ownership decreased by 1,953 shares due to the withholding
• Sale price reported at $39.04 may be considered an actualized disposition of equity

Insights

Securities Analyst

TL;DR: Insider tax-withholding sale of vested RSUs reduced direct holdings modestly; disclosure is routine and non-operational.

This Form 4 reports a small, routine disposition where 1,953 shares were withheld to satisfy tax obligations on vested restricted stock units. The transaction is reported as a direct disposition at $39.04 per share, leaving the reporting person with 47,930 shares. There is no indication in the filing of any additional stock sales, option exercises, or derivative activity. From a market-impact perspective, the sale appears administrative rather than signaling a change in executive control or company strategy.

Corporate Governance Expert

TL;DR: Transaction aligns with common practices for RSU vesting; disclosure complies with Section 16 reporting requirements.

The explanatory note explicitly states the shares were withheld to cover taxes related to RSU vesting, which is a standard mechanism and typically viewed as non-dispositive of insider confidence. The Form indicates the filer is an officer and director, and the submission was executed via power of attorney. No amendments or multiple reporting persons are noted. For governance review, this filing raises no unresolved governance or compliance issues based on the information provided.

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)
08/15/2025

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	08/15/2025		F		1,953(1)	D	$39.04	47,930	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	08/18/2025
	** 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.

FAQ

What transaction did Benchmark Electronics (BHE) insider David Valkanoff report on Form 4?

The filing reports a disposition of 1,953 common shares at a reported price of $39.04, with the shares withheld to cover taxes from vested restricted stock units.

How many Benchmark Electronics shares does David Valkanoff beneficially own after the reported transaction?

Following the reported disposition, Mr. Valkanoff beneficially owns 47,930 shares directly.

Why were the 1,953 Benchmark shares disposed of according to the filing?

The filing explains the shares were withheld to cover taxes related to the vesting of restricted stock units.

Was the Form 4 filed by more than one reporting person for BHE?

No. The form indicates it was filed by one reporting person.

Does the Form 4 show any derivative transactions for David Valkanoff?

No. Table II for derivative securities shows no derivative transactions reported in this filing.