Bentley Systems (BSY) CAO nets shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

Bentley Systems, Inc. chief accounting officer Thomas F. Trimback reported equity compensation activity in the company’s Class B common stock. On January 23, 2026, he acquired 3,652 shares at $38.84 per share, representing shares delivered upon vesting of performance-based restricted stock units previously granted to him. On the same date, 1,234 shares at $38.84 per share were withheld by the company to cover taxes due on that vesting. After these transactions, Trimback directly owned 16,240 shares of Bentley Systems 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^*

Trimback Thomas F

(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 Accounting 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)		3,652	A	$38.84	17,474	D
Class B Common Stock	01/23/2026		F(2)		1,234	D	$38.84	16,240	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 activity did BSY’s chief accounting officer report?

Thomas F. Trimback, chief accounting officer of Bentley Systems, Inc. (BSY), reported equity compensation-related transactions in Class B common stock on January 23, 2026, tied to the vesting of performance-based restricted stock units and tax withholding.

How many Bentley Systems (BSY) shares did the CAO acquire in this Form 4?

The Form 4 shows that Thomas F. Trimback acquired 3,652 shares of Bentley Systems Class B common stock at $38.84 per share upon the vesting of performance-based restricted stock units.

Why were some BSY shares disposed of in the CAO’s Form 4 filing?

The filing states that 1,234 shares of Class B common stock, valued at $38.84 per share, were withheld by the issuer to cover taxes due upon the vesting of the performance-based restricted stock units previously granted to the reporting person.

What is the BSY share ownership of the chief accounting officer after these transactions?

Following the reported transactions, Thomas F. Trimback directly beneficially owned 16,240 shares of Bentley Systems Class B common stock.

Are the BSY insider transactions related to option exercises or restricted stock units?

The footnotes explain that the transactions relate to performance-based restricted stock units (RSUs): shares were acquired upon RSU vesting, and additional shares were withheld by Bentley Systems to satisfy tax obligations from that vesting.

Does the BSY Form 4 indicate indirect ownership or entity-held shares for the CAO?

The transactions are reported as direct ownership of Class B common stock by Thomas F. Trimback, with no indication in the provided data of indirect ownership through another entity.