Bentley Systems (BSY) COO receives 375 dividend-equivalent rights in Form 4 filing

Rhea-AI Filing Summary

Bentley Systems Chief Operating Officer James K. Lee reported a small equity-related compensation change. On March 19, 2026, he acquired 375 shares of Class B Common Stock at a stated price of $0.00 per share as a grant or award.

A footnote explains these are dividend equivalent rights that accrued on previously granted awards in connection with a dividend paid by the company, and they will vest on the same terms as the original awards. After this transaction, Lee directly holds 220,948 shares of Class B Common Stock, indicating this is a routine, incremental adjustment to his existing equity position rather than an open-market trade.

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^*

Lee James K

(Last) (First) (Middle)

C/O BENTLEY SYSTEMS, INCORPORATED

685 STOCKTON DRIVE

(Street)

EXTON PENNSYLVANIA 19341

(City) (State) (Zip)

UNITED STATES

(Country)

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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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

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

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

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	03/19/2026		A(1)		375	A	$0.00	220,948	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 dividend equivalent rights that accrued to the Reporting Person in connection with a dividend paid by the Issuer on awards previously granted and vest on the same terms as the awards to which they relate.

	/s/ Michael T. Fischette, Attorney-in-Fact	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Bentley Systems (BSY) report for James K. Lee?

Bentley Systems reported that COO James K. Lee acquired 375 shares of Class B Common Stock as a grant. These represent dividend equivalent rights tied to prior awards and are compensation-related, not an open-market purchase or sale.

Were James K. Lee’s Bentley Systems (BSY) transactions open-market buys or sells?

The reported transaction was not an open-market trade. It was a grant of 375 dividend equivalent rights on Class B Common Stock that accrued from a company dividend on previously granted awards and vests on the same terms.

How many Bentley Systems (BSY) shares does James K. Lee hold after this Form 4?

After the reported grant, James K. Lee directly holds 220,948 shares of Bentley Systems Class B Common Stock. This total includes his existing holdings plus the 375 dividend equivalent rights that accrued from a dividend on earlier equity awards.

What are the 375 dividend equivalent rights reported for Bentley Systems (BSY)?

The 375 units are dividend equivalent rights that accrued when Bentley Systems paid a dividend on previously granted awards. These rights mirror the underlying awards and will vest on the same schedule and terms as the original equity grants to which they relate.

Does the Bentley Systems (BSY) Form 4 indicate a change in insider sentiment?

The Form 4 reflects a routine compensation-related grant of 375 dividend equivalent rights, not a discretionary buy or sell. Because it is tied mechanically to a dividend on prior awards, it offers limited insight into James K. Lee’s independent market view.