Bentley Systems (BSY) awards 61,037 Class B shares to executive chair

Rhea-AI Filing Summary

Gregory S. Bentley, Executive Chair, President and 10% owner of Bentley Systems, reported equity compensation in the form of 61,037 shares of Class B Common Stock, representing the stock portion of a Bonus Pool Plan payment at $30.1200 per share. To satisfy related tax obligations, 26,698 shares were withheld by the issuer. Reported indirect holdings include 29,155 shares held by his spouse and 92,654 shares held through a 401(k) plan.

Insider Trade Summary

Net Buyer: 34,339 shares

Net Buy 4 txns

Insider BENTLEY GREGORY S

Role Executive Chair & President

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock F1	61,037	$30.12	$1.84M
Tax Withholding	Class B Common Stock F2	26,698	$30.12	$804K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 7,690,847 shares (Direct); Class B Common Stock — 29,155 shares (Indirect, By spouse); Class B Common Stock — 92,654 shares (Indirect, By 401(K) Plan)

Footnotes (2)

1. F1. Represents the stock portion of compensation paid to the Reporting Person pursuant to the Issuer's Bonus Pool Plan (the "Bonus Pool Payment").
2. F2. Represents shares withheld by the Issuer to cover taxes owed by the Reporting Person in respect of the Bonus Pool Payment.

Key Figures

Stock grant shares: 61,037 shares of Class B Common Stock Grant valuation price: $30.1200 per share Shares withheld for taxes: 26,698 shares +2 more

5 metrics

Stock grant shares 61,037 shares of Class B Common Stock Stock portion of compensation paid under Bonus Pool Plan on 2026-07-23

Grant valuation price $30.1200 per share Reference price used for the Bonus Pool Plan stock portion on 2026-07-23

Shares withheld for taxes 26,698 shares Class B shares withheld by issuer to cover taxes on Bonus Pool Plan payment

Indirect holdings by spouse 29,155 shares Indirect Class B Common Stock held by spouse as of 2026-07-23

Indirect holdings via 401(k) Plan 92,654 shares Indirect Class B Common Stock held through a 401(k) plan as of 2026-07-23

Key Terms

Bonus Pool Plan, Class B Common Stock, withheld by the Issuer to cover taxes

3 terms

Bonus Pool Plan financial

"Represents the stock portion of compensation paid to the Reporting Person pursuant to the Issuer's Bonus Pool Plan"

Class B Common Stock financial

"security_title: Class B Common Stock reported for all non-derivative entries"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

withheld by the Issuer to cover taxes financial

"Represents shares withheld by the Issuer to cover taxes owed by the Reporting Person"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/27/2026 - 04:15 PM Accepted by SEC EDGAR 07/27/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What insider transactions did BSY executive Gregory S. Bentley report on this Form 4?

Gregory S. Bentley reported receiving 61,037 shares of Bentley Systems Class B Common Stock as stock compensation and having 26,698 shares withheld by the company to cover taxes related to that Bonus Pool Plan payment.

How many Bentley Systems (BSY) shares were granted to Gregory S. Bentley and at what price?

Bentley received a grant of 61,037 Class B shares of Bentley Systems at a value of $30.1200 per share, representing the stock portion of compensation under the company’s Bonus Pool Plan for the reporting period.

How many Bentley Systems (BSY) shares were withheld to cover Gregory S. Bentley’s taxes?

The company withheld 26,698 shares of Bentley Systems Class B Common Stock to cover taxes owed by Gregory S. Bentley in connection with his Bonus Pool Plan stock compensation payment described in this Form 4 filing.

What indirect Bentley Systems (BSY) holdings are reported for Gregory S. Bentley?

Indirect holdings reported include 29,155 Class B shares held by Bentley’s spouse and 92,654 Class B shares held through a 401(k) plan, reflecting positions reported as of the Form 4’s transaction date of July 23, 2026.

Is the Bentley Systems (BSY) Form 4 transaction under a Rule 10b5-1 trading plan?

The report does not state that Gregory S. Bentley’s transactions were made under a Rule 10b5-1 trading plan, and the filing’s specific tax and compensation footnotes instead describe them as Bonus Pool Plan compensation and related tax withholding.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BENTLEY GREGORY S

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2026

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	07/23/2026		A(1)		61,037	A	$30.12	7,717,545	D
Class B Common Stock	07/23/2026		F(2)		26,698	D	$30.12	7,690,847	D
Class B Common Stock								29,155	I	By spouse
Class B Common Stock								92,654	I	By 401(K) Plan

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 the stock portion of compensation paid to the Reporting Person pursuant to the Issuer's Bonus Pool Plan (the "Bonus Pool Payment").

2. Represents shares withheld by the Issuer to cover taxes owed by the Reporting Person in respect of the Bonus Pool Payment.

	/s/ Michael T. Fischette, Attorney-in-Fact	07/27/2026
	** 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.
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)