Bentley Systems (BSY) CLO reports 984-share tax withholding on equity vesting

Rhea-AI Filing Summary

Bentley Systems Chief Legal Officer David R. Shaman reported a routine tax-related share disposition. On March 17, 2026, 984 shares of Class B common stock were withheld by the company at $37.88 per share to cover taxes due upon vesting of previously granted awards.

After this withholding, Shaman held 659,029 Class B shares directly. He also reported indirect holdings of 279,308 shares through grantor retained annuity trusts, 55,527 shares with his spouse as trustee, and 32,635 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

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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^*

Shaman David R.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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	03/17/2026		F(1)		984	D	$37.88	659,029	D
Class B Common Stock								279,308	I	By Grantor Retained Annuity Trusts
Class B Common Stock								55,527	I	By Spouse Trustee
Class B Common Stock								32,635	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 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	03/19/2026
	** 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)

FAQ

What insider transaction did Bentley Systems (BSY) report for David R. Shaman?

Bentley Systems reported a routine tax-withholding transaction for Chief Legal Officer David R. Shaman. On March 17, 2026, 984 Class B shares were withheld by the company to cover taxes due on the vesting of previously granted equity awards.

How many Bentley Systems (BSY) shares were withheld for David R. Shaman’s taxes?

A total of 984 Class B common shares were withheld to cover David R. Shaman’s tax obligations. The withholding price was $37.88 per share and related to the vesting of awards previously granted as part of his equity compensation.

Is David R. Shaman’s Bentley Systems (BSY) Form 4 a market sale of shares?

No, the Form 4 describes shares withheld for tax obligations, not an open-market sale. The 984 Class B shares were retained by the issuer to pay taxes due when earlier equity awards vested for the Chief Legal Officer.

How many Bentley Systems (BSY) shares does David R. Shaman hold directly after the transaction?

Following the tax-withholding event, David R. Shaman directly held 659,029 shares of Bentley Systems Class B stock. This figure reflects his position after 984 shares were withheld by the issuer to satisfy tax liabilities tied to vesting awards.

What indirect Bentley Systems (BSY) holdings does David R. Shaman report?

David R. Shaman reports indirect ownership of Class B shares through several vehicles: 279,308 shares via grantor retained annuity trusts, 55,527 shares where his spouse is trustee, and 32,635 shares through a 401(k) plan associated with his employment.

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

Transaction code F indicates a disposition of shares to pay an exercise price or tax liability. Here, it reflects 984 Bentley Systems Class B shares withheld by the issuer to cover David R. Shaman’s tax obligations upon vesting of prior equity awards.