Bentley Systems (BSY) CEO Cumins nets RSU shares after tax withholding

Rhea-AI Filing Summary

Bentley Systems, Inc. Chief Executive Officer Nicholas Cumins reported routine equity compensation activity involving Class B common stock. On January 23, 2026, he acquired 24,532 shares at $38.84 per share through the vesting of previously granted performance-based restricted stock units. On the same date, 10,402 shares at $38.84 per share were withheld by Bentley Systems to cover taxes due upon this vesting.

After these transactions, Cumins directly beneficially owned 437,242 shares of Bentley Systems Class B common stock. The activity reflects standard executive compensation and tax withholding mechanics rather than an open-market purchase or sale.

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^*

Cumins Nicholas

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		24,532	A	$38.84	447,644	D
Class B Common Stock	01/23/2026		F(2)		10,402	D	$38.84	437,242	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).
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FAQ

What insider transaction did Bentley Systems (BSY) report for Nicholas Cumins?

Bentley Systems reported that Chief Executive Officer Nicholas Cumins had performance-based restricted stock units vest into 24,532 shares of Class B common stock on January 23, 2026, with a portion withheld to cover taxes.

How many Bentley Systems (BSY) shares did Nicholas Cumins acquire and at what price?

Cumins acquired 24,532 shares of Bentley Systems Class B common stock at a value of $38.84 per share upon vesting of his performance-based restricted stock units.

How many Bentley Systems (BSY) shares were withheld for taxes in this Form 4?

10,402 shares of Bentley Systems Class B common stock were withheld by the company at $38.84 per share to cover taxes due on the vesting of Cumins' performance-based restricted stock units.

What is Nicholas Cumins' Bentley Systems (BSY) share ownership after the reported transactions?

Following the reported equity compensation and tax withholding transactions, Nicholas Cumins directly beneficially owned 437,242 shares of Bentley Systems Class B common stock.

Were the Bentley Systems (BSY) insider transactions open-market trades?

No. The Form 4 states that the 24,532 shares were acquired through vesting of performance-based restricted stock units and the 10,402 shares were withheld by Bentley Systems to cover related taxes, rather than being bought or sold in the open market.

What role does Nicholas Cumins hold at Bentley Systems (BSY)?

Nicholas Cumins is reported as a Director and the Chief Executive Officer of Bentley Systems, Inc. in this Form 4 filing.