BSY Chief Legal Officer Added 367 Class B Shares on 09/30/2025

Rhea-AI Filing Summary

Bentley Systems reporting person David R. Shaman, Chief Legal Officer, received 367 Class B shares on 09/30/2025 as dividend-equivalent rights that vested on the same terms as the underlying awards. The filing shows these shares were issued at a price of $0.00 and increased Mr. Shaman's direct beneficial ownership to 639,690 Class B shares. Additional indirect holdings include 279,308 shares in Grantor Retained Annuity Trusts, 55,527 held by a spouse trustee, and 32,635 held through a 401(k) plan.

Positive

• 367 Class B shares were received as dividend-equivalent rights, aligning insider and shareholder interests
• Reporting shows substantial total ownership: 639,690 direct Class B shares plus indirect holdings

Negative

• None.

Insights

Corporate Governance Analyst

Insider received dividend-equivalent shares, modestly increasing direct ownership.

The filing documents a non-cash acquisition of 367 Class B shares on 09/30/2025 credited as dividend-equivalent rights that vest with the related awards. This is an administrative issuance rather than a market purchase and was reported at $0.00.

The reporting person retains substantial aggregated control with 639,690 direct Class B shares plus indirect holdings of 279,308, 55,527, and 32,635, reflecting concentrated insider ownership structure. Because this transaction is routine dividend-equivalent vesting, it is unlikely to be materially market-moving.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

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)
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)		367	A	$0.00	639,690	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 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 did Bentley Systems insider David R. Shaman report on Form 4 (BSY)?

The Form 4 reports Mr. Shaman received 367 Class B shares on 09/30/2025 as dividend-equivalent rights that vested on the same terms as the related awards.

How many Class B shares does David R. Shaman beneficially own after the transaction?

After the reported transaction, Mr. Shaman beneficially owns 639,690 Class B shares directly, plus indirect holdings of 279,308, 55,527, and 32,635.

Was the acquisition a cash purchase?

No. The 367 shares were issued as dividend-equivalent rights and reported with a price of $0.00.

When was the Form 4 signed and filed?

The filing shows the signature by Attorney-in-Fact Michael T. Fischette dated 10/02/2025, and the transaction date is 09/30/2025.

Does the Form 4 indicate the nature of the indirect holdings?

Yes. Indirect holdings are identified as Grantor Retained Annuity Trusts, a spouse trustee, and a 401(k) plan.