Bentley Systems (NASDAQ: BSY) CLO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Bentley Systems, Inc. Chief Legal Officer David R. Shaman reported equity-related transactions in Class B common stock. On January 23, 2026, he acquired 18,456 shares at $38.84 per share upon the vesting of previously granted performance-based restricted stock units. On the same date, 5,478 shares at $38.84 per share were withheld by the company to cover taxes tied to that vesting, leaving him with 645,831 Class B shares held directly. He also reports indirect holdings of 279,308 shares through grantor retained annuity trusts, 55,527 shares held 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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

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	01/23/2026		A(1)		18,456	A	$38.84	651,211	D
Class B Common Stock	01/23/2026		F(2)		5,478	D	$38.84	645,831(3)	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 acquired upon the vesting of performance-based restricted stock units previously granted to the Reporting Person.

2. Represents shares withheld by the Issuer to cover taxes upon the vesting of performance-based restricted stock units previously granted to the Reporting Person.

3. Includes shares of Class B common stock acquired by the Reporting Person through the Bentley Systems, Incorporated Global Employee Stock Purchase Plan for an offering period ended on December 31, 2025 for which the Reporting Person's enrollment and contribution elections were made in June 2025.

	/s/ Michael T. Fischette, Attorney-in-Fact	01/27/2026
	** 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 activity did BSY Chief Legal Officer David R. Shaman report?

David R. Shaman, Chief Legal Officer of Bentley Systems, Inc. (BSY), reported the vesting of performance-based restricted stock units into 18,456 shares of Class B common stock and the withholding of 5,478 shares to cover related taxes.

How many Bentley Systems (BSY) shares did David R. Shaman acquire and at what price?

On January 23, 2026, David R. Shaman acquired 18,456 Class B shares of Bentley Systems at $38.84 per share upon vesting of performance-based restricted stock units.

Why were 5,478 BSY shares withheld in David R. Shamans Form 4 filing?

The filing states that 5,478 Class B shares were withheld by Bentley Systems at $38.84 per share to cover taxes due upon the vesting of the performance-based restricted stock units previously granted to David R. Shaman.

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

Following the reported transactions, David R. Shaman directly holds 645,831 shares of Bentley Systems Class B common stock.

What indirect BSY holdings are reported for David R. Shaman?

In addition to direct holdings, David R. Shaman reports 279,308 Class B shares held through grantor retained annuity trusts, 55,527 shares held by a spouse as trustee, and 32,635 shares held through a 401(k) plan.

What is the role of David R. Shaman at Bentley Systems (BSY)?

David R. Shaman is identified in the filing as an officer of Bentley Systems, Inc., serving as the companys Chief Legal Officer.