UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 0704, 2025

BENCHMARK ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Texas	001-10560	74-2211011
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

56 South Rockford Drive
Tempe, Arizona		85288
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (623) 300-7000

    

~~N/A~~Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	BHE	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02 DepartureResults of DirectorsOperations orand CertainFinancial Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersCondition.

On ~~October~~November 74, 2025, Benchmark Electronics, Inc. (the “Company”) ~~announced~~issued ~~the~~a ~~appointment~~press release announcing its results of Droperations for the quarter ended September 30, 2025. ~~Michael~~A ~~Slessor~~copy of the press release and accompanying investor presentation are attached hereto as anExhibits ~~independent~~99.1 ~~director~~and to99.2, ~~the~~respectively, ~~Board~~and ofincorporated ~~Directors~~by ~~(the~~reference herein. The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “~~Board~~filed”) for purposes of Section 18 of the ~~Company.~~Securities ~~Dr.~~Exchange ~~Slessor~~Act ~~was~~of ~~also~~1934, ~~appointed~~as toamended (the ~~Board’s~~“Exchange ~~audit~~Act”), ~~committee~~or ~~effective~~deemed ~~immediately.~~incorporated ~~Dr.~~by ~~Slessor’s~~reference ~~appointment~~in ~~follows~~any filing under the ~~unexpected~~Securities ~~passing~~Act of ~~Mr.~~1933, ~~Robert~~as ~~Gifford~~amended, ~~who~~or ~~served~~the onExchange ~~the~~Act, ~~Board~~except ~~since~~as ~~2016~~shall be expressly set forth by specific reference in such a filing.

Dr. Slessor brings more than 25 years of experience in the semiconductor industry and currently serves as the CEO of FormFactor, Inc. (NASDAQ: FORM), which he joined with the acquisition of MicroProbe where he then served as CEO. Prior to MicroProbe, Dr. Slessor held leadership roles at KLA Corporation.

For his service as a member of the Board, Dr. Slessor will receive the same compensation as other non-employee directors under the Company’s current non-employee director compensation program described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 4, 2025. During 2025, our non-employee directors will receive: (a) an annual retainer of $85,000, (b) an annual retainer of $10,000 for service on the Audit and Human Capital and Compensation Committees and $7,500 for service on the Nominating, Sustainability and Governance Committee, and (c) an annual restricted stock unit (“RSU”) with a grant-date fair market value of $180,000. Dr. Slessor’s annual retainer and initial RSU grant will be prorated from the date he begins serving on the Board, and the prorated RSU grant is scheduled to vest on May 13, 2026.

Item 8.01 Other Events.

On October 7, 2025, the Company issued a press release relating to the matters described under Item 5.02. The press release is incorporated herein by reference to Exhibit 99.1 filed herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description ~~of Exhibit~~
99.1		Press release, dated ~~October~~November 74, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.2		Investor presentation, dated November 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			BENCHMARK ELECTRONICS, INC.
Date:	~~October~~November 74, 2025	By:	/s/ Stephen J. Beaver
			Stephen J. Beaver, Esq.Senior Vice President, General Counsel and Chief Legal Officer

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