BSY Form 144: 25,000 Class B Shares Proposed Sale; Prior 149,991-Share Disposal

Rhea-AI Filing Summary

Bentley Systems' Form 144 reports a proposed sale of 25,000 Class B common shares with an aggregate market value of $1,322,750. The shares represent approximately 0.0086% of the issuer's 292,093,306 outstanding shares and are to be sold on Nasdaq through Charles Schwab & Co. The filing shows these shares were acquired by gift on 02/23/2017 from Keith Bentley (donor originally acquired on 08/14/1987). The notice discloses recent related sales in the past three months, including 149,991 shares sold on 07/07/2025 for $8,326,003.40 and several smaller trust dispositions in May 2025. The signer represents they are not aware of any undisclosed material adverse information regarding the issuer.

Positive

• Small proposed sale relative to outstanding shares: 25,000 shares equals ~0.0086% of 292,093,306 outstanding, limiting immediate market impact.
• Transparent disclosure: Form 144 lists broker (Charles Schwab & Co), exchange (Nasdaq), acquisition details (gift on 02/23/2017) and recent sales, supporting regulatory compliance.

Negative

• Significant prior insider sale in past three months: 149,991 shares were sold on 07/07/2025 for $8,326,003.40, which some investors may view as an unfavorable signal.
• Multiple related-party dispositions: Several trust and personal sales in May and July 2025 increase insider liquidity and could attract investor scrutiny.

Insights

Securities Analyst

TL;DR: Proposed sale is tiny relative to shares outstanding; recent larger disposals show insider liquidity but are not conclusive on company fundamentals.

The filing discloses a 25,000-share Rule 144 notice valued at $1,322,750, representing about 0.0086% of 292,093,306 shares outstanding. Material prior disposals include 149,991 shares for $8,326,003.40 on 07/07/2025. From a market-impact perspective, the proposed block is immaterial to capitalization, though aggregated insider sales in the last three months increase observed insider liquidity.

Corporate Governance Expert

TL;DR: Filing reflects Rule 144 compliance and disclosure of gift-origin shares; recent trust and personal sales warrant monitoring for governance signals.

The securities to be sold were acquired by gift from Keith Bentley on 02/23/2017, with donor acquisition dated 08/14/1987. The form names Charles Schwab & Co as the broker and lists Nasdaq as the exchange. The filer attests to absence of undisclosed material adverse information, consistent with required representations. These disclosures meet procedural expectations; the pattern of multiple related-party sales in the past three months is a factual record investors may track for governance context.

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	25000	1322750.00	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	25000	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	34643.63
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 is being reported in the Bentley Systems (BSY) Form 144?

The filing reports a proposed sale of 25,000 Class B common shares with an aggregate market value of $1,322,750, to be sold on Nasdaq through Charles Schwab & Co.

Who acquired the shares and how were they obtained?

The securities to be sold were acquired by gift on 02/23/2017 from Keith Bentley; the donor originally acquired them on 08/14/1987.

How large is the sale relative to Bentley's outstanding shares?

The company has 292,093,306 shares outstanding; 25,000 shares equal approximately 0.0086% of the outstanding shares.

Has the seller sold shares recently?

Yes. The filing discloses recent sales including 149,991 shares sold on 07/07/2025 for $8,326,003.40 and several trust dispositions in May 2025 totaling smaller amounts.

Where will the sale be executed and who is the broker?

The broker named is Charles Schwab & Co (3000 Schwab Way, Westlake TX) and the securities are listed for sale on Nasdaq.