Bentley Systems chair receives 63,793-share award

The ownership table also lists indirect holdings of 29,155 shares by his spouse and 92,654 shares through the 401(K) Plan.

Rhea-AI Filing Summary

Bentley Systems (BSY) reported that its Executive Chair & President, Gregory S. Bentley, received a stock-compensation award of 63,793 shares of Class B Common Stock on October 22, 2026, at a reported price of $39.41 per share. The issuer withheld 27,903 Class B shares at $39.41 per share to cover taxes owed on the Bonus Pool Payment. As of October 22, 2026, the ownership table lists indirect holdings of 29,155 Class B shares by his spouse and 92,654 by the 401(K) Plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider BENTLEY GREGORY S

Role Executive Chair & President

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock F1	63,793	$39.41	$2.51M
Tax Withholding	Class B Common Stock F2	27,903	$39.41	$1.10M
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 7,716,252 shares (Direct); Class B Common Stock — 29,155 shares (Indirect, By spouse); Class B Common Stock — 92,654 shares (Indirect, By 401(K) Plan)

Footnotes (2)

1. F1. Represents the stock portion of compensation paid to the Reporting Person pursuant to the Issuer's Bonus Pool Plan (the "Bonus Pool Payment").
2. F2. Represents shares withheld by the Issuer to cover taxes owed by the Reporting Person in respect of the Bonus Pool Payment.

Key Figures

Bonus Pool award shares: 63,793 shares Tax-withholding shares: 27,903 shares Reported price per share: $39.41 per share +2 more

5 metrics

Bonus Pool award shares 63,793 shares Class B Common Stock awarded October 22, 2026

Tax-withholding shares 27,903 shares Class B Common Stock withheld October 22, 2026

Reported price per share $39.41 per share Reported for the award and tax withholding on October 22, 2026

Indirect spouse holding 29,155 shares Class B Common Stock listed as held by spouse on October 22, 2026

Indirect 401(K) Plan holding 92,654 shares Class B Common Stock listed as held by the 401(K) Plan on October 22, 2026

Key Terms

Bonus Pool Plan, Class B Common Stock, 401(K) Plan

3 terms

Bonus Pool Plan financial

"pursuant to the Issuer's Bonus Pool Plan"

Class B Common Stock technical

"Security title: Class B Common Stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

401(K) Plan financial

"By 401(K) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BSY shares did Gregory S. Bentley receive?

Gregory S. Bentley received a stock-compensation award of 63,793 shares of Class B Common Stock on October 22, 2026, reported at $39.41 per share. The award represents the stock portion of compensation under the issuer's Bonus Pool Plan.

How many BSY shares were withheld for taxes?

The issuer withheld 27,903 shares of Class B Common Stock on October 22, 2026, to cover taxes owed on the Bonus Pool Payment; the transaction was reported at $39.41 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/26/2026 - 04:15 PM EDT Accepted by SEC EDGAR 10/26/2026 - 04:15 PM EDT Learn about SEC filing dates

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).

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^*

BENTLEY GREGORY S

(Last) (First) (Middle)

C/O BENTLEY SYSTEMS, INCORPORATED

685 STOCKTON DRIVE

(Street)

EXTON PENNSYLVANIA 19341

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BENTLEY SYSTEMS INC [ BSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair & President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	10/22/2026		A(1)		63,793	A	$39.41	7,744,155	D
Class B Common Stock	10/22/2026		F(2)		27,903	D	$39.41	7,716,252	D
Class B Common Stock								29,155	I	By spouse
Class B Common Stock								92,654	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 the stock portion of compensation paid to the Reporting Person pursuant to the Issuer's Bonus Pool Plan (the "Bonus Pool Payment").

2. Represents shares withheld by the Issuer to cover taxes owed by the Reporting Person in respect of the Bonus Pool Payment.

	/s/ Michael T. Fischette, Attorney-in-Fact	10/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)