BSY Form 4: Director Bentley Barry J. Updates Beneficial Ownership

Rhea-AI Filing Summary

Bentley Systems, Inc. (BSY) reporting person Bentley Barry J., identified as a Director and 10% owner, reported a transaction dated 09/30/2025. The Form 4 shows the acquisition of 4 Class B Common Stock units at a price of $0.00, described as dividend equivalent rights that accrued and vest on the same terms as the underlying awards. After the reported transaction, the reporting person beneficially owned 11,838,253 Class B shares. The filing also discloses 92,654 Class B shares held indirectly through a 401(k) plan. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• Disclosure completed under Section 16 with transaction date 09/30/2025
• Beneficial ownership updated to 11,838,253 Class B shares, maintaining transparency

Negative

• None.

Insights

SEC Reporting Specialist

Form 4 records a small award-related share accrual and updates beneficial ownership.

The filing shows a 09/30/2025 acquisition of 4 Class B shares at $0.00 due to accrued dividend-equivalent rights, which is an administrative vesting event rather than an open-market trade. It updates total beneficial ownership to 11,838,253 shares and notes 92,654 shares held indirectly via a 401(k) plan.

The filing is routine disclosure under Section 16 and was executed by an attorney-in-fact on 10/02/2025.

Corporate Governance Analyst

Reporting person remains a major insider with >10% beneficial ownership.

The form confirms that Bentley Barry J. is both a director and a 10% owner, with combined direct and indirect holdings reported. The acquisition arises from award mechanics (dividend equivalent rights) rather than a discretionary purchase or sale.

Because the change is award-related and immaterial in size (4 shares), it does not materially alter control or voting power.

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).

1. Name and Address of Reporting Person^*

Bentley Barry J.

(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
	Officer (give title below)		Other (specify below)

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)		4	A	$0.00	11,838,253	D
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 Bentley Barry J. report on Form 4 for BSY?

The Form 4 reports the acquisition of 4 Class B Common Stock units on 09/30/2025 at a price of $0.00, recorded as dividend-equivalent rights.

How many Bentley Systems (BSY) shares does the reporting person own after this filing?

After the reported transaction the filing shows 11,838,253 Class B shares beneficially owned by the reporting person.

Does the filing show any indirect holdings for the insider?

Yes, the filing discloses 92,654 Class B shares held indirectly through a 401(k) plan.

What is the nature of the shares acquired according to the filing?

The filing explains the 4 shares represent dividend equivalent rights that accrued and vest on the same terms as the related awards.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Michael T. Fischette, Attorney-in-Fact on 10/02/2025.