4/A: Benchmark Electronics CFO Amends Stock Filing

Sentiment:

Insider Trading Report Amendment


Benchmark Electronics' EVP and CFO, Bryan Robert Schumaker, filed an amended Form 4 to correct an administrative error regarding performance-based restricted stock units.

Summary

  • An amendment to Form 4 was filed on February 25, 2026, by Bryan Robert Schumaker, EVP, Chief Financial Officer of Benchmark Electronics Inc. (BHE).
  • The amendment corrects an administrative error in the original Form 4 filed on February 24, 2026, specifically regarding the number of derivative securities beneficially owned following a transaction involving performance-based restricted stock units.
  • On February 20, 2026, Mr. Schumaker acquired 12,847 shares of common stock through a restricted stock unit award scheduled to vest in ratable installments over a three-year period from the grant date.
  • Also on February 20, 2026, Mr. Schumaker acquired 8,565 shares of common stock through a restricted stock unit award scheduled to vest in ratable installments over a two-year period from the grant date.
  • A disposition of 1,330 shares of common stock occurred on February 20, 2026, at a price of $58.38 per share, to cover taxes related to the vesting of restricted stock units.
  • The filing details a target of 12,847 performance-based restricted stock units, with actual awards potentially varying from zero to two times the target based on performance during the period from January 1, 2026, to December 31, 2028.
  • The number of shares that may ultimately be earned from performance-based units will be determined and issued as soon as reasonably practicable following the end of the performance period, and no later than March 15, 2029.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. While the underlying RSU grants are positive for executive alignment, the need for an amendment due to an administrative error slightly detracts from the overall sentiment, though it is a minor issue.

Positives

  • The grant of 12,847 restricted stock units vesting over three years and 8,565 restricted stock units vesting over two years aligns the executive's interests with long-term shareholder value.
  • The award of performance-based restricted stock units, with a target of 12,847 units, incentivizes the CFO to achieve specific company performance goals.

Negatives

  • An administrative error in the original Form 4 filing required an amendment, indicating a minor oversight in reporting.
  • The disposition of 1,330 shares of common stock to cover taxes, while a standard practice, represents a reduction in direct beneficial ownership.

Risks

  • The actual number of shares earned from performance-based restricted stock units may vary significantly, from zero to two times the target of 12,847 units, depending on the company's performance during the period from January 1, 2026, to December 31, 2028.

Future Outlook

The future outlook for Bryan Robert Schumaker's equity compensation includes the vesting of restricted stock units over two and three-year periods, and the potential earning of performance-based restricted stock units by March 15, 2029, contingent on company performance between January 1, 2026, and December 31, 2028.

Industry Context

StockSavvy.ai notes that Form 4/A filings are routine for correcting administrative errors in insider trading reports. The underlying grants of restricted stock units and performance-based awards are standard executive compensation practices designed to align management incentives with shareholder returns, common across the electronics manufacturing services industry.

Stakeholder Impact

  • Shareholders: The grants of restricted stock units and performance-based awards align the CFO's incentives with shareholder value creation, though the administrative error is a minor procedural note.

Next Steps

  • Continued vesting of 12,847 restricted stock units over a three-year period from February 20, 2026.
  • Continued vesting of 8,565 restricted stock units over a two-year period from February 20, 2026.
  • Determination and issuance of shares from performance-based restricted stock units following the performance period ending December 31, 2028, and no later than March 15, 2029.

Key Dates

DateDescription
01/01/2026Start of performance period for performance-based restricted stock units.
02/20/2026Date of reported transactions for restricted stock unit awards and tax-related disposition.
02/24/2026Date original Form 4 was filed.
02/25/2026Date Form 4/A amendment was filed.
12/31/2028End of performance period for performance-based restricted stock units.
03/15/2029Latest date for determination and issuance of shares from performance-based restricted stock units.

Keywords

Benchmark Electronics, BHE, Form 4/A, SEC Filing, Insider Trading, Executive Compensation, Restricted Stock Units, Performance-Based Awards, Bryan Robert Schumaker, CFO

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