BSY Form 144: 55,000 Class B Shares Proposed Sale on Nasdaq

Rhea-AI Filing Summary

Bentley Systems filed a Form 144 disclosing a proposed sale of 55,000 shares of Class B common stock through Charles Schwab, with an aggregate market value of $2,885,850 and an approximate sale date of 08/12/2025 on Nasdaq.

The filing shows the 55,000 shares were acquired as a gift from Keith Bentley on 02/23/2017 (the donor originally acquired the securities on 08/14/1987). The notice also lists related sales in May–July 2025, including a 149,991-share sale on 07/07/2025 for $8,326,003.40 and several smaller dispositions in late May 2025. The signer certifies there is no undisclosed material adverse information.

Insights

Securities Analyst

TL;DR: Form 144 reports a routine insider distribution of 55,000 Class B shares, with recent related sales disclosed.

The filing documents a proposed sale under Rule 144 of 55,000 Class B shares valued at $2,885,850 to be executed via Charles Schwab on Nasdaq. The shares were received as a gift in 2017 from Keith Bentley. The notice also records multiple recent sales, most notably a 149,991-share sale on 07/07/2025 for $8,326,003.40. From a market-impact perspective, the disclosed quantities are explicit and properly reported; the filing itself is procedural disclosure rather than new operational information about the issuer.

Corporate Governance Expert

TL;DR: The Form 144 is a compliance disclosure of insider sales; it documents provenance of the shares and recent dispositions.

The notice specifies the origin of the 55,000 shares as a gift from Keith Bentley and provides the donor's acquisition date, satisfying Rule 144 transparency requirements. Multiple related sales in May and July 2025 are listed with gross proceeds, indicating prior dispositions by the same parties. The filing includes the standard representation that no undisclosed material adverse information exists. This record clarifies ownership history and transactional compliance but does not introduce issuer-level governance changes.

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	55000	2885850.00	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	55000	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

How many shares does Bentley Systems (BSY) propose to sell under this Form 144?

The filing proposes the sale of 55,000 Class B shares.

What is the aggregate market value and expected sale date for the proposed sale?

The aggregate market value is listed as $2,885,850.00 with an approximate sale date of 08/12/2025.

Who transferred the shares and how were they acquired by the seller?

The 55,000 shares were acquired as a gift from Keith Bentley on 02/23/2017; the donor acquired them on 08/14/1987.

What related sales in the past three months does the filing disclose for BSY?

Recent related sales include 149,991 shares on 07/07/2025 for $8,326,003.40 and several May 2025 sales (20,684; 4,316; 854; 73; 3 shares) with proceeds listed in the filing.

Through which broker and on which exchange will the proposed sale be executed?

The broker listed is Charles Schwab & Co. and the sale is listed for execution on Nasdaq.