BSY Form 144: Insider Sales Total $8.3M; Proposed 45,000-Share Sale

Rhea-AI Filing Summary

Bentley Systems (BSY) filed a Form 144 reporting a proposed sale of 45,000 Class B common shares with an aggregate market value of $2,361,150, to be sold on Nasdaq approximately on 08/12/2025. The filing shows these shares were acquired as a gift on 02/23/2017 from Keith Bentley.

The notice also discloses recent insider disposition activity in the past three months, including a 149,991-share sale on 07/07/2025 that generated $8,326,003.40, plus additional trust sales in May 2025. The filer certifies no undisclosed material adverse information. The document is a Rule 144 disclosure of insider selling and related transfers rather than operational or earnings information.

Positive

• None.

Negative

• Large recent insider sale: 149,991 shares sold on 07/07/2025 for $8,326,003.40
• Proposed sale disclosed: 45,000 Class B shares with aggregate market value $2,361,150, approximate sale date 08/12/2025 on Nasdaq
• Multiple trust dispositions: Several sales in May 2025 by related trusts, including 20,684 shares for $999,876.81
• Related-party transfers: The shares proposed for sale were acquired as a gift from Keith Bentley on 02/23/2017

Insights

Financial Analyst

Insider selling disclosed; notable size but no company performance data included.

The filing documents a proposed sale of 45,000 Class B shares worth $2.36 million and a recent 149,991-share sale raising $8.33 million. As a Financial Analyst, the key takeaway is increased insider supply into the market which may affect near-term float and liquidity metrics. The filing does not include company financials, guidance, or reasons for the sales, so valuation impact cannot be determined from this form alone.

Corporate Governance Expert

Significant insider and trust sales disclosed; raises governance and insider-liquidity considerations.

The document shows transfers and sales by or tied to Keith Bentley, including gifts to trusts and material open-market dispositions (e.g., 149,991 shares on 07/07/2025). From a governance perspective, concentrated insider sales and trust transfers are material events that investors commonly monitor for signaling and potential share overhang. The filing itself complies with Rule 144 disclosure requirements but does not explain motives.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class B Common Stock	Charles Schwab & Co. 3000 Schwab Way Westlake TX 76262	45000	2361150.00	292093306	08/12/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class B Common Stock	02/23/2017	Gift	Keith Bentley		08/14/1987	45000	02/23/2017	Gift

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Keith Bentley 685 STOCKTON DRIVE EXTON PA 19341	Class B Common Stock	07/07/2025	149991	8326003.40
Keith A Bentley 2007 Gift Trust FBO David 685 STOCKTON DRIVE EXTON PA 19341	Class B Common Stock	05/28/2025	3	144.06
Keith A Bentley 2007 Gift Trust FBO David 685 STOCKTON DRIVE EXTON PA 19341	Class B Common Stock	05/27/2025	20684	999876.81
Keith A Bentley 2012 Gift Trust FBO Charlene 685 STOCKTON DRIVE EXTON PA 19341	Class B Common Stock	05/23/2025	73	3463.63
Keith A Bentley 2012 Gift Trust FBO Charlene 685 STOCKTON DRIVE EXTON PA 19341	Class B Common Stock	05/22/2025	4316	205544.46
Keith A Bentley 2012 Gift Trust FBO Charlene 685 STOCKTON DRIVE EXTON PA 19341	Class B Common Stock	05/21/2025	854	41010.82

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Bentley Systems (BSY) disclose in this Form 144?

The Form 144 reports a proposed sale of 45,000 Class B shares valued at $2,361,150, recent insider sales including 149,991 shares sold for $8,326,003.40, and related trust dispositions in May 2025.

Who is the reported source of the shares being sold in the BSY Form 144?

The filing shows the shares proposed for sale were acquired as a gift on 02/23/2017 from Keith Bentley.

When is the approximate sale date for the proposed BSY share sale?

The Form 144 lists an approximate sale date of 08/12/2025 and indicates Nasdaq as the exchange.

How much did the large insider sale on 07/07/2025 generate according to the filing?

The filing reports proceeds of $8,326,003.40 from the sale of 149,991 shares on 07/07/2025.

Does the Form 144 include any company earnings or operational data?

No. The document is a Rule 144 disclosure of proposed insider sales and past dispositions and does not include earnings or operating metrics.