EXPLANATORY NOTE
This registration statement (this “Registration Statement”) is being filed solely for the registration of 1,800,000 additional shares of common stock, $0.10 par value per share (the “Shares”), of Benchmark Electronics, Inc., a Texas corporation (the “Company”), for issuance pursuant to the Benchmark Electronics, Inc. 2019 Omnibus Incentive Compensation Plan (as amended, the “Plan”). Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Company’s prior registration statements relating to the Plan (Registration Statement on Form S-8 (No. 333-231524) filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2019 and Registration Statement on Form S-8 (No. 333-265305) filed with the Commission on May 31, 2022) (collectively, the “Prior Registration Statements”), including all attachments and exhibits thereto, are hereby incorporated by reference in this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth in this Registration Statement. Any items in the Prior Registration Statements not expressly changed hereby shall be as set forth in the Prior Registration Statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Company with the Commission and are hereby incorporated by reference in this registration statement:
1.The Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 24, 2026 (the “Form 10-K”).
2.The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Commission on April 30, 2026.
3.The Company’s Current Reports on Form 8-K, filed with the Commission on February 24, 2026, March 16, 2026 and May 29, 2026.
4.The description of the Company’s common stock contained in its Registration Statement on Form 8-A12B (No. 1-10560), filed with the Commission on May 6, 1997, and any amendment or report filed for the purpose of updating such description, including the description of the Company’s securities contained in Exhibit 4.2 to the Form 10-K.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 5. Interests of Named Experts and Counsel.
Victor Harris, Vice President, Deputy General Counsel of the Company, is providing an opinion on the legality of the Shares being registered hereby. Mr. Harris is eligible to participate in the Plan on the same basis as other eligible employees, pursuant to which he owns or has options or other rights, as applicable, to acquire an aggregate of less than 1% of the Company’s outstanding common stock.