Bentley Systems (BSY) CEO has 6,626 shares withheld for taxes

Rhea-AI Filing Summary

Bentley Systems Chief Executive Officer Nicholas Cumins reported a routine tax-related share disposition. On the vesting of previously granted awards, the company withheld 6,626 shares of Class B common stock at $38.19 per share to cover his tax obligations. After this withholding, Cumins directly holds 533,562 Class B shares, indicating he retains a substantial equity stake in the company.

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^*

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)
03/13/2026

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	03/13/2026		F(1)		6,626	D	$38.19	533,562	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 withheld by the Issuer to cover taxes due by the Reporting Person upon the vesting of awards previously granted to the Reporting Person.

	/s/ Michael T. Fischette, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Nicholas Cumins reported a tax-related disposition where Bentley Systems withheld 6,626 Class B common shares at $38.19 each. The shares were used to cover taxes due on previously granted awards that vested.

Was the Bentley Systems (BSY) CEO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The company withheld 6,626 Class B shares at $38.19 to satisfy Nicholas Cumins’ tax liabilities on vesting awards.

How many Bentley Systems (BSY) shares does CEO Nicholas Cumins hold after this transaction?

Following the tax-withholding transaction, Nicholas Cumins directly holds 533,562 shares of Bentley Systems Class B common stock. This figure reflects his position after 6,626 shares were withheld to cover taxes on vested awards.

What does transaction code “F” mean in the Bentley Systems (BSY) CEO Form 4?

Transaction code “F” indicates shares were delivered to the issuer to pay taxes or exercise costs. In this case, 6,626 Bentley Systems Class B shares were withheld to cover Nicholas Cumins’ tax obligations upon vesting of prior equity awards.

Does the Bentley Systems (BSY) CEO’s tax withholding suggest a change in sentiment?

The filing reflects a routine tax-withholding event tied to vesting awards, not a discretionary market sale. Nicholas Cumins still holds 533,562 Class B shares, so the transaction mainly shows normal handling of tax liabilities on compensation.

What price per share was used for the Bentley Systems (BSY) CEO tax-withholding?

The tax-withholding transaction valued the 6,626 withheld Class B common shares at $38.19 per share. This price is used to determine the value of shares applied to Nicholas Cumins’ tax obligations on vested equity awards.