[144] Bentley Systems, Incorporated SEC Filing

Rhea-AI Filing Summary

Bentley Systems, Incorporated (BSY) has filed a Form 144 indicating that an insider intends to sell up to 20,313 common shares through broker Morgan Stanley Smith Barney LLC. The proposed sale, valued at approximately $1.15 million, is scheduled on or about 07 July 2025 on the NASDAQ exchange. The shares were originally acquired on 01 April 2022 via restricted stock unit (RSU) vesting.

The same account has already sold 19,156 shares on 03 July 2025 for gross proceeds of $1.05 million, as disclosed in the past-three-month sales table. The filer certifies compliance with Rule 144 and affirms no undisclosed material information. A Rule 10b5-1 trading plan appears to be in place, as the prior sale is labelled “10b5-1 Sales.”

No earnings metrics or operational updates accompany this filing; it is strictly a notice of intended share disposition.

Positive

• Transparent disclosure via timely Form 144 filing and Rule 10b5-1 plan adherence.
• Limited transaction size (≈$1.15 m) relative to outstanding shares suggests minimal dilution or control impact.

Negative

• Continued insider selling (≈39.5 k shares in July 2025) could be perceived negatively by some investors despite plan-based nature.

Insights

Securities Analyst

TL;DR: Routine Form 144 shows insider plans to sell ~20k BSY shares; small size, neutral impact.

This Form 144 covers a planned sale of 20,313 Bentley Systems common shares (~$1.15 m) following a recent 10b5-1 execution of 19,156 shares. The sale represents a very small fraction of the reported 11.5 m shares outstanding and does not, by itself, signal a strategic shift or operational concern. Because the filing references an RSU vesting and a structured trading plan, the transaction looks pre-arranged and compliance-driven. Investors typically view modest insider selling through 10b5-1 as neutral unless accompanied by broader selling patterns or negative fundamentals—which are not disclosed here. Therefore, the disclosure is judged not impactful on valuation or outlook.

Corporate Governance Expert

TL;DR: Insider sale under Rule 144/10b5-1 is transparent, governance-neutral.

The filing demonstrates adherence to insider-trading safeguards: (1) advance public notice via Form 144; (2) execution through a recognized broker; (3) certification of no undisclosed material information; and (4) use of a 10b5-1 plan. These factors mitigate governance risk. Although insider selling can raise eyebrows, the limited size and structured nature reduce signaling risk. Overall, the event carries low governance impact.

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	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	20313	1151340.84	11537627	07/11/2025	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	04/01/2022	Restricted Stock Units	Issuer			20313	04/01/2022	N/A

* 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
10b5-1 Sales for DAVID SHAMAN 685 Stockton Drive Exton PA 19341	Common	07/03/2025	19156	1053208.37

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 insiders planning to sell?

The Form 144 covers the proposed sale of 20,313 common shares.

What is the estimated value of the planned BSY share sale?

The aggregate market value is approximately $1,151,340.84.

When is the sale expected to occur?

The filer lists an approximate sale date of 07/11/2025.

Were any BSY shares sold recently by the same insider?

Yes, 19,156 shares were sold on 07/03/2025 for $1,053,208.37 under a 10b5-1 plan.

What class of securities is involved in the Form 144?

The notice pertains to common shares of Bentley Systems.

Which broker will execute the planned sale?

The broker is Morgan Stanley Smith Barney LLC.