Bentley Systems (BSY) CLO uses 4,587 shares to cover tax obligation

Rhea-AI Filing Summary

Bentley Systems Chief Legal Officer David R. Shaman reported a routine tax-withholding transaction in Class B Common Stock. On this date, 4,587 shares were withheld by the company at $38.19 per share to cover taxes due upon vesting of prior equity awards.

After this withholding, he directly owned 660,013 Class B shares. He also had indirect holdings reported as 279,308 shares through Grantor Retained Annuity Trusts, 55,527 shares via a spouse as 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)
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)		4,587	D	$38.19	660,013	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.

	/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).
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 (BSY) Chief Legal Officer report in this Form 4?

The filing shows 4,587 Class B shares were withheld to pay taxes on previously vested equity awards. This was a tax-withholding disposition, not an open-market sale, and reflects routine administration of stock-based compensation rather than a discretionary trade.

Was the Bentley Systems (BSY) Form 4 transaction an insider sale?

No, the Form 4 describes a tax-withholding disposition, where 4,587 shares were surrendered to cover tax liabilities on vesting. It was not an open-market sale and does not represent the Chief Legal Officer choosing to sell shares in the market.

How many Bentley Systems (BSY) shares does David R. Shaman hold after this Form 4?

Following the tax withholding, he directly owned 660,013 Class B shares. The filing also reports indirect interests in 279,308 shares via Grantor Retained Annuity Trusts, 55,527 shares via a spouse trustee, and 32,635 shares through a 401(k) plan.

What is the price associated with the Bentley Systems (BSY) tax-withholding shares?

The 4,587 Class B shares used for tax withholding are reported at $38.19 per share. This price is used to value the shares surrendered to satisfy tax obligations arising from the vesting of previously granted equity awards to the Chief Legal Officer.

Does this Bentley Systems (BSY) Form 4 indicate any option exercises or derivative trades?

No, the transaction summary shows no option exercises or other derivative transactions. The only reported movement is a tax-withholding disposition of 4,587 Class B shares tied to vesting, alongside updated direct and indirect holding balances for the Chief Legal Officer.