BSY Form 4: Gregory Bentley acquired 3,185 Class B shares as dividend equivalents

Rhea-AI Filing Summary

Gregory S. Bentley, Executive Chair & President and a 10% owner of Bentley Systems, reported an acquisition on 09/30/2025 of 3,185 Class B Common Stock shares. The filing states these shares represent dividend equivalent rights that accrued on previously granted awards and vest on the same terms as those awards; the reported price is $0.00. After the transaction, the form shows 7,583,621 Class B shares beneficially owned directly by the reporting person, plus 29,155 shares held indirectly by spouse and 92,654 held indirectly in a 401(k) plan. The form was signed on behalf of the reporting person by an attorney-in-fact on 10/02/2025.

Positive

• 3,185 Class B shares acquired as dividend equivalent rights, reinforcing alignment without cash outlay
• 7,583,621 Class B shares remain beneficially owned directly, showing sustained insider stake

Negative

• None.

Insights

Corporate Governance Analyst

Insider received dividend-equivalent Class B shares; ownership remains concentrated.

The reported 3,185 Class B shares were granted as dividend equivalent rights, meaning no cash changed hands ($0.00) and the shares vest on existing award terms.

This filing shows the reporting person retains substantial direct ownership of 7,583,621 Class B shares, with additional indirect holdings of 29,155 (spouse) and 92,654 (401(k)). Such holdings indicate continued alignment with shareholders but the transaction itself is administrative rather than an open-market purchase.

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).

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)
09/30/2025

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	09/30/2025		A(1)		3,185	A	$0.00	7,583,621	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 dividend equivalent rights that accrued to the Reporting Person in connection with a dividend paid by the Issuer on awards previously granted and vest on the same terms as the awards to which they relate.

	/s/ Michael T. Fischette, Attorney-in-Fact	10/02/2025
	** 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 transaction did Gregory S. Bentley report on Form 4 for BSY?

He reported acquiring 3,185 Class B Common Stock shares on 09/30/2025 as dividend equivalent rights with a reported price of $0.00.

How many Class B shares does the reporting person beneficially own after the transaction?

The filing shows 7,583,621 Class B shares owned directly, plus 29,155 indirectly by spouse and 92,654 indirectly via a 401(k) plan.

Did the reporting person pay cash for the shares reported on 09/30/2025?

No; the Form 4 lists the price as $0.00, indicating the shares were issued as dividend equivalent rights rather than a cash purchase.

What is the nature of the shares issued to the reporting person?

The shares are described as dividend equivalent rights that accrued in connection with a dividend on previously granted awards and vest on the same terms as those awards.

Who signed the Form 4 filing and when?

The form was signed by Michael T. Fischette, Attorney-in-Fact on 10/02/2025.