[144] Bentley Systems, Incorporated SEC Filing

Rhea-AI Filing Summary

Bentley Systems (BSY) Form 144: The filer notifies a proposed sale of 25,000 Class B common shares through Charles Schwab with an aggregate market value of $1,347,000, scheduled approximately for 08/18/2025. The filing shows there are 292,093,306 Class B shares outstanding. The shares to be sold were acquired as a gift from Keith Bentley on 10/15/2015. The filing also discloses multiple recent insider-related sales during May–August 2025, including a 150,000-share sale on 07/07/2025 that generated $8,326,003.40 and several 08/13–08/14/2025 transfers from related gift trusts. The notice includes the standard Rule 144 representation regarding absence of undisclosed material adverse information.

Positive

• Form 144 filed publicly in compliance with disclosure rules
• Source of shares disclosed (gift from Keith Bentley dated 10/15/2015)

Negative

• Substantial insider-related sales reported recently, including a 150,000-share sale on 07/07/2025 for $8,326,003.40
• Multiple transfers and sales from related gift trusts in August 2025, which may indicate increased insider liquidity

Insights

Corporate Governance Expert

TL;DR: Multiple recent insider-related disposals and a new 25,000-share sale are disclosed; governance transparency maintained by filing.

The Form 144 provides clear compliance with Rule 144 disclosure requirements and identifies the proposed sale as a gift-derived holding originally received on 10/15/2015. The filing lists several transfers and sales from related trusts, including a large 150,000-share sale in July 2025. From a governance perspective, timely public notice of these transactions supports market transparency, though clustered disposals by related trusts may prompt investor questions about insider liquidity strategies.

Securities Analyst

TL;DR: Insider-related sales include meaningful volumes; the immediate market impact is likely limited given total shares outstanding.

The largest reported recent sale (150,000 shares on 07/07/2025 for $8,326,003.40) and multiple transfers in August 2025 indicate significant insider-related supply entering the market. The proposed 25,000-share sale ($1,347,000) is modest versus the issuer's 292,093,306 outstanding Class B shares, suggesting limited direct dilution or market-moving effect, though concentrated selling activity from insiders can be perceived negatively by investors.

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	1347000.00	292093306	08/18/2025	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	10/15/2015	Gift	Keith Bentley		08/14/1987	25000	10/15/2015	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 A. Bentley 2012 Gift Trust FBO Charlene 685 STOCKTON DRIVE Exton PA 19341	Class B Common Stock	08/14/2025	1427	73600.28
Keith A. Bentley 2012 Gift Trust FBO Jennifer 685 STOCKTON DRIVE Exton PA 19341	Class B Common Stock	08/14/2025	2568	184026.50
Keith A. Bentley 2012 Gift Trust FBO Robert 685 STOCKTON DRIVE Exton PA 19341	Class B Common Stock	08/14/2025	1427	73600.28
Keith A. Bentley 2012 Gift Trust FBO Charlene 685 STOCKTON DRIVE Exton PA 19341	Class B Common Stock	08/13/2025	17778	926108.18
Keith A. Bentley 2012 Gift Trust FBO Jennifer 685 STOCKTON DRIVE Exton PA 19341	Class B Common Stock	08/13/2025	44444	2315218.36
Keith A. Bentley 2012 Gift Trust FBO Robert 685 STOCKTON DRIVE Exton PA 19341	Class B Common Stock	08/13/2025	17778	926108.18
Keith A. Bentley 685 STOCKTON DRIVE Exton PA 19341	Class B Common Stock	07/07/2025	150000	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	20741	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 is being proposed to be sold in Bentley Systems (BSY) Form 144?

The notice proposes sale of 25,000 Class B common shares through Charles Schwab with an aggregate market value of $1,347,000.

When is the approximate sale date listed in the Form 144 for BSY?

The approximate date of sale is listed as 08/18/2025.

How were the shares being sold acquired according to the filing?

The 25,000 shares were reported as acquired by gift from Keith Bentley on 10/15/2015.

Have there been recent insider sales reported for BSY in the filing?

Yes. The filing lists multiple sales during May–August 2025, including a 150,000-share sale on 07/07/2025 yielding $8,326,003.40 and several August 13–14, 2025 transfers from related gift trusts.

How many Class B shares outstanding does the filing report?

The filing reports 292,093,306 Class B shares outstanding.