Bentley Systems (BSY) CFO logs RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Bentley Systems, Inc. (BSY) Chief Financial Officer Andre Werner reported equity award activity involving the company’s Class B Common Stock. On January 23, 2026, he acquired 20,659 shares at $38.84 per share, representing the vesting of previously granted performance-based restricted stock units. On the same date, 6,103 shares at $38.84 per share were withheld by Bentley Systems to cover taxes related to that vesting. Following these transactions, Werner directly beneficially owned 361,518 shares of Class B Common Stock.

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

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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)
01/23/2026

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	01/23/2026		A(1)		20,659	A	$38.84	367,621	D
Class B Common Stock	01/23/2026		F(2)		6,103	D	$38.84	361,518	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 shares acquired upon the vesting of performance-based restricted stock units previously granted to the Reporting Person.

2. Represents shares withheld by the Issuer to cover taxes upon the vesting of performance-based restricted stock units previously granted to the Reporting Person.

	/s/ Michael T. Fischette, Attorney-in-Fact	01/27/2026
	** 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.
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FAQ

What insider transaction did Bentley Systems (BSY) report for its CFO?

Bentley Systems (BSY) reported that its Chief Financial Officer, Andre Werner, had performance-based restricted stock units vest into 20,659 shares of Class B Common Stock on January 23, 2026.

How many Bentley Systems (BSY) shares were acquired and at what price?

Andre Werner acquired 20,659 shares of Bentley Systems Class B Common Stock at a value of $38.84 per share upon the vesting of performance-based restricted stock units.

Why were some Bentley Systems (BSY) shares withheld from the CFO?

Bentley Systems withheld 6,103 shares of Class B Common Stock at $38.84 per share to cover taxes due upon the vesting of the performance-based restricted stock units granted to Andre Werner.

How many Bentley Systems (BSY) shares does the CFO own after the Form 4 transactions?

After the reported transactions, Andre Werner directly beneficially owned 361,518 shares of Bentley Systems Class B Common Stock.

What type of equity award vested for the Bentley Systems (BSY) CFO?

The Form 4 indicates that the acquired shares came from the vesting of performance-based restricted stock units that had been previously granted to Andre Werner.

Does the Form 4 show indirect ownership or separate holding entities for the Bentley Systems (BSY) CFO?

No. The reported Class B Common Stock transactions are listed as direct ownership (D), with no separate indirect ownership entity described.