Bentley Systems (BSY) CLO details tax-withheld stock and 2,500-share gift

Rhea-AI Filing Summary

Bentley Systems, Inc. Chief Legal Officer reported several equity transactions involving Class B common stock. On 12/15/2025, the officer had 4,165 shares and 730 shares withheld by the company at a price of $40.25 per share to cover tax obligations tied to previously granted awards and restricted stock units, including awards under the company’s 2020 Omnibus Incentive Plan. The filing also shows a disposition of 2,500 shares at $0.00 coded as a gift. After these transactions, the officer directly owned 632,755 Class B shares, with additional indirect holdings of 279,308 shares through grantor retained annuity trusts, 55,527 shares via a spouse trustee, and 32,635 shares in 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

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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)
12/15/2025

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	12/15/2025		F(1)		4,165	D	$40.25	635,985	D
Class B Common Stock	12/15/2025		F(2)		730	D	$40.25	635,255	D
Class B Common Stock	12/15/2025		G		2,500	D	$0.00	632,755	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.

2. Reflects shares withheld from restricted stock unit awards to cover tax obligations for colleagues eligible for retirement vesting under the terms of the Company's 2020 Omnibus Incentive Plan.

	/s/ Michael T. Fischette, Attorney-in-Fact	12/17/2025
	** 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).
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FAQ

What insider transaction did Bentley Systems (BSY) report in this Form 4?

The Form 4 reports that Bentley Systems’ Chief Legal Officer disposed of Class B common stock on 12/15/2025, including shares withheld to cover taxes on equity award vesting and a separate 2,500-share gift.

How many Bentley Systems (BSY) shares were withheld for taxes in this filing?

The filing shows 4,165 shares of Class B common stock and an additional 730 shares withheld at $40.25 per share to satisfy tax obligations related to vested awards and restricted stock units.

How many Bentley Systems (BSY) shares did the insider own after the reported transactions?

After the reported transactions, the officer directly owned 632,755 Class B common shares and also held 279,308 shares indirectly through grantor retained annuity trusts, 55,527 shares via a spouse trustee, and 32,635 shares through a 401(k) plan.

What does the 2,500-share transaction at $0.00 represent for Bentley Systems (BSY)?

The 2,500-share disposition at $0.00 is coded as transaction type G, which the form identifies as a gift of Class B common stock by the reporting officer.

Who is the reporting person in this Bentley Systems (BSY) Form 4?

The reporting person is an officer of Bentley Systems, Inc., serving as the company’s Chief Legal Officer, and is required to report changes in beneficial ownership of the company’s equity securities.

Are the Bentley Systems (BSY) transactions related to a stock plan or incentive program?

Yes. The filing explains that some shares were withheld to cover taxes upon vesting of awards and restricted stock units, including under the company’s 2020 Omnibus Incentive Plan, and for colleagues eligible for retirement vesting.