Bentley Systems Insider Plans $8.3M Share Sale via Rule 144

Rhea-AI Filing Summary

Bentley Systems, Inc. (BSY) – Form 144 notice discloses a planned insider disposition of Class B common stock.

• Shares to be sold: 150,000 Class B shares.
• Estimated value: US $8.274 million (≈ $55.16 per share).
• Seller status: Insider/affiliate (Rule 144 filing required); individual name not provided.
• Broker: The Charles Schwab Corporation, Westlake, TX.
• Planned sale window: On or about 07 Jul 2025 via NASDAQ.
• Origination of shares: Acquired 03 Jul 2024 as compensation shares; no cash consideration noted.
• Ownership context: Company has 291,843,811 shares outstanding; proposed sale equals roughly 0.051% of total shares.
• Recent activity: The filer reports no sales of BSY securities in the prior three months.

The Form 144 is a notice of intent; the transaction may or may not occur, and quantities can change. Investors typically monitor Rule 144 filings for sentiment clues, but the size here is modest relative to the float and does not, by itself, signal a material change in fundamentals.

Positive

• None.

Negative

• Insider intends to sell 150,000 shares, which some investors may interpret as a bearish sentiment signal, although the percentage of float is small.

Insights

Equity Analyst

TL;DR Small-scale insider sale (0.05% float) flagged; negligible fundamental impact, but worth watching for sentiment.

The sale of 150 k Class B shares, valued at roughly US$8.3 million, represents just over 0.05 % of Bentley’s shares outstanding. While insider selling often raises eyebrows, the magnitude here is minor and stems from recently awarded compensation stock, suggesting routine liquidity management rather than a bearish insider view. No pattern of sustained selling is indicated, as the filer reports zero dispositions in the last quarter. Absent additional context—such as multiple concurrent insider sales or deterioration in operating metrics—the filing appears neutral for valuation models. I assign a neutral impact rating.

Corporate Governance Specialist

TL;DR Routine Rule 144 filing; no red flags on compliance or concentration risk.

The transaction follows SEC Rule 144 disclosure requirements and names a reputable broker (Schwab), indicating procedural compliance. The shares originated from equity compensation, aligning with typical executive reward structures. Given the small stake relative to total outstanding shares, there is no immediate governance concern regarding control shifts or insider information abuse. Continuous monitoring of subsequent Form 4s will confirm whether the sale is executed. Overall governance risk remains low.

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
COMMON CL B	THE CHARLES SCHWAB CORPORATION 3000 Schwab Way Westlake TX 76262	150000	8274000.00	291843811	07/07/2025	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 *
COMMON CL B	07/03/2024	COMPENSATION SHARES	ISSUER			150000	07/03/2024	NA

* 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

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 Bentley Systems (BSY) shares are being sold under this Form 144?

The filer intends to sell 150,000 Class B common shares.

What is the estimated market value of the proposed BSY share sale?

The aggregate market value is approximately US$8.274 million.

When is the planned sale date for the BSY shares?

The approximate sale date disclosed is 07 July 2025.

What percentage of Bentley Systems’ outstanding shares does the sale represent?

About 0.051 % of the 291,843,811 shares outstanding.

Where will the BSY shares be sold and through which broker?

The shares are slated for sale on the NASDAQ via The Charles Schwab Corporation.

Were any BSY shares sold by this insider in the last three months?

No; the filing states Nothing to Report for prior three-month sales.