Bentley Systems (BSY) CFO has 5,096 shares withheld to cover taxes

Rhea-AI Filing Summary

Bentley Systems Chief Financial Officer Andre Werner reported a routine tax-related share disposition. On the vesting of previously granted awards, the company withheld 5,096 shares of Class B Common Stock at $38.19 per share to cover his tax obligations, as noted in the footnote. After this withholding, Werner directly holds 378,128 Class B shares, indicating he maintains a substantial equity position in the company. This event reflects tax withholding mechanics rather than an open-market sale.

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^*

Andre Werner

(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 Financial 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)		5,096	D	$38.19	378,128	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.
* 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).
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FAQ

What insider transaction did Bentley Systems (BSY) CFO Andre Werner report?

Andre Werner reported a tax-related share disposition. 5,096 Class B shares were withheld by Bentley Systems to cover taxes due on vesting of previously granted equity awards, rather than being sold on the open market.

How many Bentley Systems (BSY) shares were withheld for Andre Werner’s taxes and at what price?

The company withheld 5,096 Class B Common shares from Andre Werner at a value of $38.19 per share. These shares satisfied tax obligations triggered when his previously granted equity awards vested.

How many Bentley Systems (BSY) shares does Andre Werner hold after this Form 4 transaction?

After the tax-withholding transaction, Andre Werner directly holds 378,128 shares of Bentley Systems Class B Common Stock. This figure reflects his remaining direct ownership following the withholding of 5,096 shares for tax purposes.

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

No, it was not an open-market sale. The Form 4 shows a tax-withholding disposition, where 5,096 shares were retained by Bentley Systems to cover Andre Werner’s tax liabilities upon vesting of earlier equity awards.

What type of security was involved in Andre Werner’s Bentley Systems (BSY) Form 4 filing?

The transaction involved Class B Common Stock of Bentley Systems. These shares were withheld by the company to satisfy tax obligations tied to the vesting of awards previously granted to Andre Werner as part of his compensation.

Does the Bentley Systems (BSY) CFO’s tax-withholding transaction signal a change in sentiment?

The transaction appears routine. The Form 4 describes a tax-withholding disposition, not a discretionary market sale, and Andre Werner continues to hold 378,128 Class B shares, indicating he retains a significant ownership stake in Bentley Systems.