Bentley Systems (BSY) CFO receives 21,706-share restricted stock award

Rhea-AI Filing Summary

Andre Werner reported acquisition or exercise transactions in this Form 4 filing.

Bentley Systems Chief Financial Officer Andre Werner received an award of 21,706 shares of Class B common stock as a time-based restricted stock unit grant under the company’s 2020 Omnibus Incentive Plan. The award vests over four years, with one-quarter vesting on each anniversary of the grant date.

After this grant, Werner directly holds 383,224 shares of Class B common stock. Because this is a compensation-related grant at no stated purchase price, it reflects equity-based pay rather than an open-market share purchase.

Insights

Equity Compensation Analyst

Routine equity award to CFO, no open-market buying or selling.

The filing shows Andre Werner, Bentley Systems’ Chief Financial Officer, receiving 21,706 Class B shares via a time-based restricted stock unit grant under the 2020 Omnibus Incentive Plan. The grant carries a zero transaction price, indicating it is compensation rather than a market trade.

The RSUs vest over four years, with one-quarter vesting on each grant date anniversary, creating a multi‑year retention and incentive structure. Following this award, Werner directly holds 383,224 Class B shares. With no sales or option exercises reported, this is a standard executive equity grant and is generally neutral from a trading-signal perspective.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Andre Werner

(Last) (First) (Middle)

C/O BENTLEY SYSTEMS, INCORPORATED

685 STOCKTON DRIVE

(Street)

EXTON PA 19341

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BENTLEY SYSTEMS INC [ BSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	03/06/2026		A(1)		21,706	A	$0.00	383,224	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a time-based restricted stock unit award granted pursuant to the Issuer's 2020 Omnibus Incentive Plan which vests over four years with one-quarter of such award vesting on each grant date anniversary.

	/s/ Michael T. Fischette, Attorney-in-Fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Bentley Systems (BSY) CFO Andre Werner report in this Form 4?

Andre Werner reported receiving 21,706 shares of Bentley Systems Class B common stock as a restricted stock unit award. The grant is part of the company’s 2020 Omnibus Incentive Plan and is a compensation-related equity award, not an open-market stock purchase or sale.

How many Bentley Systems (BSY) shares does the CFO hold after this grant?

After the restricted stock unit grant, CFO Andre Werner holds 383,224 shares of Bentley Systems Class B common stock directly. This total reflects his position immediately following the 21,706-share award disclosed in the Form 4, giving context for the relative size of the new grant.

Is the Bentley Systems (BSY) CFO buying shares on the open market in this filing?

No. The filing shows a grant of 21,706 Class B shares as a restricted stock unit award at no stated purchase price. This is equity compensation under the 2020 Omnibus Incentive Plan, not an open-market buy or sell transaction by the CFO.

How do the restricted stock units for Bentley Systems (BSY) CFO vest?

The award vests over four years, with one-quarter of the 21,706 restricted stock units vesting on each anniversary of the grant date. This time-based schedule is designed to retain the CFO and align compensation with longer-term company performance and continued service.

What plan governs the Bentley Systems (BSY) CFO’s new equity award?

The grant is made under Bentley Systems’ 2020 Omnibus Incentive Plan. The filing notes that the 21,706-share restricted stock unit award is a time-based grant that vests in four equal annual installments, consistent with typical long-term incentive compensation structures for senior executives.