Bentley Systems (NASDAQ: BSY) chair’s 100-share sale under 10b5-1 plan

Rhea-AI Filing Summary

Bentley Systems Executive Chair & President Gregory S. Bentley reported an open-market sale of 100 shares of Class B Common Stock at $40.01 per share. According to the filing, these shares were distributed from the company’s Non-Qualified Deferred Compensation Plan in January 2026 and sold under a pre-arranged Rule 10b5-1 trading plan adopted on December 10, 2024.

After this transaction, he directly holds 7,614,841 Class B shares and has additional indirect holdings of 29,155 shares through his spouse and 92,654 shares through a 401(k) plan.

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
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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).

X

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		S(1)		100	D	$40.01	7,614,841	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. The sales reported in this Form 4 were of shares distributed from the Issuer's Non-Qualified Deferred Compensation Plan in January 2026 and were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 10, 2024.

	/s/ Michael T. Fischette, Attorney-in-Fact	03/12/2026
	** 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.

FAQ

What insider transaction did BSY report for Gregory S. Bentley?

Gregory S. Bentley reported an open-market sale of 100 shares of Bentley Systems Class B Common Stock at $40.01 per share. The sale followed a distribution from the company’s Non-Qualified Deferred Compensation Plan and was executed under a pre-arranged Rule 10b5-1 trading plan.

How many Bentley Systems (BSY) shares does Gregory S. Bentley hold after this Form 4?

Following the reported sale, Gregory S. Bentley directly holds 7,614,841 Class B shares. He also has indirect holdings of 29,155 shares through his spouse and 92,654 shares through a 401(k) plan, according to the Form 4 disclosure.

Was the BSY insider sale made under a Rule 10b5-1 plan?

Yes. The Form 4 footnote states the 100-share sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Gregory S. Bentley on December 10, 2024. Such plans are pre-arranged, helping separate routine liquidity from discretionary trading decisions.

What is the source of the Bentley Systems shares sold in this Form 4?

The shares sold came from a distribution under Bentley Systems’ Non-Qualified Deferred Compensation Plan in January 2026. After distribution, 100 Class B shares were sold at $40.01 per share as disclosed in the Form 4 footnote.

Does the BSY Form 4 show any derivative exercises or option activity?

No derivative exercises or option transactions are reported in this Form 4. The transactionSummary shows zero derivative exercises and indicates only one open-market sale of 100 Class B Common Stock shares, plus two entries updating indirect holding balances.

How large is Gregory S. Bentley’s reported sale relative to his BSY holdings?

The Form 4 shows a sale of 100 Class B shares at $40.01 per share, while his direct holdings after the trade total 7,614,841 shares. This indicates the disclosed trade is very small compared with his reported overall ownership position.