Form 8-K

8-K — BENCHMARK ELECTRONICS INC

Accession: 0001193125-26-436278

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0000863436

SIC: 3672 (PRINTED CIRCUIT BOARDS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bhe-20261028.htm (Primary)

EX-99.1 (bhe-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bhe-20261028.htm · Sequence: 1

8-K

0000863436false00008634362026-10-282026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

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

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 2.02 Results of Operations and Financial Condition.

On October 28, 2026, Benchmark Electronics, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release, dated October 28, 2026

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 28, 2026

By:

/s/ Stephen J. Beaver

Stephen J. Beaver, Esq.

Senior Vice President, General Counsel and Chief Legal Officer

EX-99.1

Filename: bhe-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BENCHMARK DELIVERS RECORD THIRD QUARTER REVENUE AND STRONG EARNINGS GROWTH

RAISES FISCAL YEAR 2026 OUTLOOK

TEMPE, AZ, October 28, 2026 – Benchmark Electronics, Inc. (NYSE: BHE) today announced financial results for the third quarter ended September 30, 2026.

Third quarter 2026 results:

•

Revenue of $811 million, up 19% year-over-year

•

Diluted GAAP earnings per share of $0.47, up 21% year-over-year

•

Diluted non-GAAP earnings per share of $0.84, up 35% year-over-year

•

Operating cash flow of $30 million with free cash flow of $14 million

"Our third quarter results reflect the continued transformation of Benchmark into a higher-performing company," said David Moezidis, Benchmark's President and CEO.

Moezidis continued, "Demand is broadening across our portfolio, bookings momentum remains healthy, and our teams continue to execute at a high level. As a result, we delivered record quarterly revenue, grew earnings at nearly twice the rate of sales, and are once again raising our outlook for the year. We now expect 2026 revenue growth of approximately 16%, further increasing our outlook beyond the $3 billion annual revenue level we established last quarter."

Three Months Ended

Summary GAAP Items

September 30,

June 30,

September 30,

(in millions, except per share data)

2025

2026

Revenue

681

756

811

Gross Margin

10.0

10.4

Operating Margin

3.5

4.0

3.8

Diluted EPS

0.39

0.55

0.47

Three Months Ended

Summary non-GAAP Items(1)

September 30,

June 30,

September 30,

(in millions, except per share data)

2025

2026

Revenue

681

756

811

Gross Margin

10.1

10.5

Operating Margin

4.8

5.2

5.5

Diluted EPS

0.62

0.75

0.84

(1) A reconciliation of non-GAAP results to the most directly comparable GAAP measures and a discussion of why management believes these non-GAAP results are useful are included below.

Sector Performance

Three Months Ended

September 30,

June 30,

September 30,

(in millions)

2025

2026

Semi-Cap

185

223

241

Industrial

153

161

172

Medical

126

134

138

AC&C

127

132

A&D

129

111

128

Total

681

100

756

100

811

100

Cash Conversion Cycle

Three Months Ended

September 30,

June 30,

September 30,

2025

2026

Accounts Receivable Days

Contract Asset Days

Inventory Days

Accounts Payable Days

(56

)

(73

)

(82

)

Customer Advance Payment Days

(18

)

(17

)

(15

)

Cash Conversion Cycle Days

Fourth Quarter 2026 Guidance

•

Revenue between $815 million and $855 million

•

Diluted GAAP earnings per share between $0.58 and $0.64

•

Diluted non-GAAP earnings per share between $0.85 and $0.91

•

Diluted non-GAAP earnings per share guidance excludes stock-based compensation expense of approximately $7.8 million and other non-operating expenses of $2.7 million to $3.2 million, which includes restructuring, amortization of intangibles and other expenses

Third Quarter 2026 Earnings Conference Call

The Company will host a conference call to discuss the results today at 5:00 p.m. Eastern Time. The live webcast of the call and accompanying reference materials will be accessible by logging on to the Company’s website at www.bench.com. A replay of the broadcast will also be available on the Company’s website.

About Benchmark Electronics, Inc.

Benchmark provides comprehensive solutions across the entire product lifecycle by leading through its innovative technology and engineering design services, leveraging its optimized global supply chain, and delivering world-class manufacturing services in the following industries: advanced computing and communications, aerospace and defense, industrial, medical, and semiconductor capital equipment. Benchmark’s global operations include facilities in eight countries and its common shares trade on the New York Stock Exchange under the symbol BHE.

For More Information, Please Contact:

Benchmark Investor Relations at investor.relations@bench.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts and may include words such as “anticipate,” “believe,” “intend,” “plan,” “project,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” “could,” “predict,” and similar expressions of the negative or other variations thereof. In particular, statements, expressed or implied, concerning the Company’s outlook and guidance for fourth quarter and fiscal year 2026 results, future operating results or margins, the ability to generate sales and income or cash flow, expected revenue mix, the Company’s business strategy and strategic initiatives, the Company’s expectations regarding enterprise artificial intelligence (AI) opportunities, anticipated growth in bookings, and repurchases of shares of its common stock, the Company’s expectations regarding restructuring activity and charges, stock-based compensation expense, amortization of intangibles, award or extension of any tax incentives and capital expenditures, the Company’s intentions concerning the payment of dividends, the Company’s expectations regarding the impact of inflation, tariffs and trade policies, and the Company’s positions and strategies with respect to ongoing or threatened litigation and expected outcomes, among others, are forward-looking statements. Although the Company believes these statements are based on and derived from reasonable assumptions, they involve risks, uncertainties and assumptions, that are beyond the Company’s ability to control or predict, relating to operations, markets and the business environment generally, including those discussed under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in any of the Company’s subsequent reports filed with the Securities and Exchange Commission. Risks and uncertainties relating to the possibility of customer demand fluctuations, supply chain constraints, continuing inflationary pressures, the effects of foreign currency fluctuations and high interest rates, geopolitical uncertainties including continuing hostilities and tensions in the Middle East and elsewhere, trade restrictions and sanctions, tariffs and retaliatory countermeasures, the ability to utilize the Company’s manufacturing facilities at sufficient levels to cover its fixed operating costs, or write-downs or write-offs of obsolete or unsold inventory including obsolete or unsold inventory that is the subject of current litigation, may have resulting impacts on the Company’s business, financial condition, results of operations, and the Company’s ability (or inability) to execute on its plans. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes, including the future results of the Company’s operations, may vary materially from those indicated. Undue reliance should not be placed on any forward-looking statements. Forward-looking statements are not guarantees of performance. All forward-looking statements included in this document are based upon information available to the Company as of the date of this document, and the Company assumes no obligation to update.

Non-GAAP Financial Measures

Management discloses certain measures that are not defined by generally accepted accounting principles in the United States (GAAP) to provide investors with additional information to analyze the Company’s performance and underlying trends. These "non-GAAP" financial measures exclude restructuring charges, stock-based compensation expense, amortization of intangible assets acquired in business combinations, certain legal and other settlement losses (recoveries), customer insolvency losses (recoveries), asset impairments, other significant non-recurring costs and the related tax impacts, including discrete tax items, and other non-GAAP tax adjustments, of all of the above, as applicable. This document also references “free cash flow”, a non-GAAP measure, which the Company defines as cash flow from operations less additions to property, plant and equipment and purchased software. A detailed reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures is included in the following tables attached to this document. In situations where a non-GAAP reconciliation has not been provided, the Company was unable to provide such a reconciliation without unreasonable effort due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the non-GAAP adjustments may be recognized. Management uses non‐GAAP measures that exclude certain items in order to better assess operating performance and help investors compare results with our previous guidance. The Company’s non‐GAAP information is not necessarily comparable to the non‐GAAP information used by other companies. Non‐GAAP information should not be viewed as a substitute for, or superior to, net income or other data prepared in accordance with GAAP as a measure of the

Company’s profitability or liquidity. Readers should consider the types of events and transactions for which adjustments have been made.

Benchmark Electronics, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(in thousands, except per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

2025

2026

2025

2026

Sales

680,678

810,898

1,954,777

2,244,158

Cost of sales

612,735

726,451

1,758,882

2,012,077

Gross profit

67,943

84,447

195,895

232,081

Selling, general and administrative expenses

41,520

50,372

120,889

138,913

Amortization of intangible assets

1,205

3,613

Restructuring charges and other costs

1,557

2,171

15,487

6,729

Income from operations

23,661

30,699

55,906

82,826

Interest expense

(4,418

)

(3,433

)

(16,061

)

(10,833

)

Interest income

1,955

1,952

7,822

5,842

Other expense, net

(608

)

(2,363

)

(2,076

)

(3,843

)

Income before income taxes

20,590

26,855

45,591

73,992

Income tax expense

6,327

9,708

26,712

23,940

Net income

14,263

17,147

18,879

50,052

Earnings per share:

Basic

0.40

0.48

0.53

1.40

Diluted

0.39

0.47

0.52

1.38

Weighted-average number of shares outstanding:

Basic

35,802

35,879

35,947

35,848

Diluted

36,182

36,396

36,337

36,359

Benchmark Electronics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

December 31,

September 30,

2025

2026

Assets

Current assets:

Cash and cash equivalents

322,064

290,656

Restricted cash

336

—

Accounts receivable, net

391,101

435,296

Contract assets

182,870

221,548

Inventories

482,544

633,575

Prepaid expenses and other current assets

69,226

118,182

Total current assets

1,448,141

1,699,257

Property, plant and equipment, net

223,784

239,032

Operating lease right-of-use assets

102,664

101,175

Goodwill and other long-term assets

297,126

277,806

Total assets

2,071,715

2,317,270

Liabilities and Shareholders’ Equity

Current liabilities:

Current installments of long-term debt

3,750

Accounts payable

403,222

663,708

Advance payments from customers

115,545

123,722

Accrued liabilities

113,060

118,744

Total current liabilities

635,577

909,924

Long-term debt, net of current installments

206,826

154,086

Operating lease liabilities

98,689

95,948

Other long-term liabilities

30,820

28,858

Total liabilities

971,912

1,188,816

Shareholders’ equity

1,099,803

1,128,454

Total liabilities and shareholders’ equity

2,071,715

2,317,270

Benchmark Electronics, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Nine Months Ended

September 30,

2025

2026

Cash flows from operating activities:

Net income

18,879

50,052

Depreciation and amortization

35,629

36,042

Stock-based compensation expense

15,077

21,156

Accounts receivable

38,744

(46,004

)

Contract assets

(31,429

)

(38,678

)

Inventories

48,547

(152,258

)

Accounts payable

19,566

260,485

Advance payments from customers

(19,449

)

8,176

Other changes in working capital and other, net

(60,276

)

(27,356

)

Net cash provided by operating activities

65,288

111,615

Cash flows from investing activities:

Additions to property, plant and equipment and software

(27,954

)

(46,669

)

Other investing activities, net

5,144

2,282

Net cash used in investing activities

(22,810

)

(44,387

)

Cash flows from financing activities:

Share repurchases

(25,994

)

(14,266

)

Net debt activity

(41,415

)

(53,175

)

Other financing activities, net

(25,508

)

(27,367

)

Net cash used in financing activities

(92,917

)

(94,808

)

Effect of exchange rate changes

8,473

(4,164

)

Net decrease in cash and cash equivalents and restricted cash

(41,966

)

(31,744

)

Cash and cash equivalents and restricted cash at beginning of year

328,027

322,400

Cash and cash equivalents and restricted cash at end of period

286,061

290,656

Benchmark Electronics, Inc. and Subsidiaries

Reconciliation of GAAP to non-GAAP Financial Results

(in thousands, except per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

June 30,

September 30,

2025

2026

2025

2026

Income from operations (GAAP)

23,661

30,253

30,699

55,906

82,826

Restructuring charges and other costs

1,211

1,126

2,171

4,492

7,044

Stock-based compensation expense

5,345

6,210

9,545

15,077

21,156

Amortization of intangible assets

1,205

1,204

1,205

3,613

Legal and other settlement loss (recovery)

816

(107

)

200

11,890

247

Other

357

261

889

668

1,150

Non-GAAP income from operations

32,595

38,947

44,709

91,646

116,036

GAAP operating margin

3.5

4.0

3.8

2.9

3.7

Non-GAAP operating margin

4.8

5.2

5.5

4.7

5.2

Gross profit (GAAP)

67,943

78,400

84,447

195,895

232,081

Stock-based compensation expense

515

636

496

1,460

1,691

Non-GAAP gross profit

68,458

79,036

84,943

197,355

233,772

GAAP gross margin

10.0

10.4

10.0

10.3

Non-GAAP gross margin

10.1

10.5

10.1

10.4

Selling, general and administrative expenses

41,520

46,132

50,372

120,889

138,913

Stock-based compensation expense

(4,830

)

(5,574

)

(9,049

)

(13,617

)

(19,465

)

Legal and other settlement loss

(471

)

(208

)

(200

)

(896

)

(562

)

Other

(357

)

(261

)

(889

)

(668

)

(1,150

)

Non-GAAP selling, general and administrative expenses

35,862

40,089

40,234

105,708

117,736

Net income (GAAP)

14,263

19,882

17,147

18,879

50,052

Restructuring charges and other costs

1,211

1,126

2,171

4,492

7,044

Stock-based compensation expense

5,345

6,210

9,545

15,077

21,156

Amortization of intangible assets

1,205

1,204

1,205

3,613

Legal and other settlement loss (recovery)

816

(107

)

200

11,890

247

Refinancing of Credit Facilities

—

224

—

Other

357

261

889

668

1,150

Income tax adjustments(1)

(905

)

(1,135

)

(458

)

6,658

(4,118

)

Non-GAAP net income

22,292

27,441

30,699

61,501

79,144

Diluted earnings per share:

Diluted (GAAP)

0.39

0.55

0.47

0.52

1.38

Diluted (non-GAAP)

0.62

0.75

0.84

1.69

2.18

Weighted-average number of shares used in calculating diluted earnings per share:

Diluted (GAAP)

36,182

36,397

36,396

36,337

36,359

Diluted (non-GAAP)

36,182

36,397

36,396

36,337

36,359

Net cash provided by operations

36,608

34,675

29,912

65,288

111,615

Additions to property, plant and equipment and software

(11,494

)

(12,922

)

(15,477

)

(27,954

)

(46,669

)

Free cash flow

25,114

21,753

14,435

37,334

64,946

(1)

This amount represents the tax impact of the non-GAAP adjustments, including discrete tax items, using the applicable effective tax rates.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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